S-4

As filed with the Securities and Exchange Commission on June 12, 2020

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	5531	54-2049910
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2635 East Millbrook Road

Raleigh, North Carolina 27604

(540) 362-4911

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas R. Greco

President and Chief Executive Officer and Director

2635 East Millbrook Road

Raleigh, North Carolina 27604

(540) 362-4911

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Andrew Weisberg

Colin Diamond

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095

(212) 819-8200

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable following the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price	Amount of registration fee(2)
3.900% Notes due 2030	$500,000,000(3)	100%	$500,000,000	$64,900.00
Guarantee of the 3.900% Notes due 2030	—	—	—	—(4)
Total	$500,000,000		$500,000,000	$64,900.00

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(2) The registration fee has been calculated under Rule 457(f) of the Securities Act.

(3) Represents the maximum principal amount at maturity of 3.900% Notes due 2030 that may be issued pursuant to the exchange offer described in this registration statement.

(4) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact name of additional registrant as specified in  its charter(1)	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
AAP Financial Services, Inc.	Virginia	45-4110599
Advance Auto Business Support, LLC	Virginia	26-1629361
Advance Auto Innovations, LLC	Virginia	54-2061915
Advance e-Service Solutions, Inc.	Virginia	45-3076919
Advance Patriot, Inc.	Delaware	20-2321090
Advance Stores Company, Incorporated	Virginia	54-0118110
Advance Trucking Corporation	Virginia	54-1895223
Autopart International, Inc.	Massachusetts	04-2261826
B.W.P. Distributors, Inc.	New York	13-3143287
Crossroads Global Trading Corp.	Virginia	26-1629453
Discount Auto Parts, LLC	Virginia	59-1447420
Driverside, Inc.	Delaware	26-0721672
E-Advance, LLC	Virginia	26-4627308
General Parts Distribution LLC	North Carolina	26-1470711
General Parts International, Inc.	North Carolina	20-1636773
General Parts, Inc.	North Carolina	56-0663185
Golden State Supply LLC	Nevada	74-3084679
GPI Technologies, LLC	Delaware	26-1459089
Lee Holdings NC, Inc.	Delaware	46-1771895
MotoLogic, Inc.	Delaware	61-1596479
Straus-Frank Enterprises LLC	Texas	74-2900805
Western Auto of Puerto Rico, Inc.	Delaware	43-1544437
Western Auto of St. Thomas, Inc.	Delaware	66-1469029
WORLDPAC Puerto Rico, LLC	Delaware	27-1480533
WORLDPAC, Inc.	Delaware	76-0428728
Worldwide Auto Parts, Inc.	California	33-0277362

(1) With the exception of Autopart International, Inc., the address, including zip code, of each additional registrant is 5008 Airport Road, Roanoke, Virginia 24012, and the phone number, including area code, is (540) 362-4911. The address, including zip code, of Autopart International, Inc. is 192 Mansfield Ave., Norton, Massachusetts 02766, and the phone number, including area code, is (781) 784-1111.

The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 12, 2020.

PROSPECTUS

Advance Auto Parts, Inc.

Offer to Exchange

Any and all of the outstanding 3.900% Notes due 2030

for registered 3.900% Notes due 2030

On April 16, 2020, we issued $500,000,000 aggregate principal amount of 3.900% Notes due 2030 (the “Original Notes”), in a private placement. We are offering to exchange (the “Exchange Offer”) all of the issued and outstanding Original Notes for newly issued and registered notes (the “Exchange Notes”). As used herein, the term “Notes” shall mean the Exchange Notes together with the Original Notes.

The Exchange Notes will have substantially identical terms to the Original Notes, except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes, and the Exchange Notes will bear a different CUSIP number from the Original Notes. The Exchange Notes will be guaranteed on a senior unsecured basis by each of our subsidiaries that from time to time guarantees our credit facility. Each guarantee constitutes a separate security offered by the subsidiary guarantors.

Any Original Notes that remain outstanding after completion of the Exchange Offer, together with the Exchange Notes issued in the Exchange Offer, will be treated as a single series of securities under the Indenture (as defined herein). The Exchange Notes will be exchanged for Original Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the issuance of Exchange Notes in the Exchange Offer.

The Exchange Offer expires at 5:00 p.m. New York City time on             , 2020, unless extended (the “Expiration Date”). You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offer.

We do not intend to list the Exchange Notes on any securities exchange or any automated quotation system.

Our common shares trade on The New York Stock Exchange under the symbol “AAP.”

See “Risk Factors” beginning on page 8 for a discussion of risk factors that you should consider prior to tendering your Original Notes in the Exchange Offer as well as the risk factors and other information contained or incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2020

This prospectus may only be used where it is legal to make the Exchange Offer and by a broker-dealer for resales of Exchange Notes acquired in the Exchange Offer where it is legal to do so.

Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: Advance Auto Parts, Inc., 2635 East Millbrook Road, Raleigh, North Carolina 27604, Attn: Investor Relations, (919) 227-5466, invrelations@advanceautoparts.com. In order to receive timely delivery of any requested documents in advance of the Expiration Date, you should make your request no later than             , 2020, which is five full business days before you must make a decision regarding the Exchange Offer.

In making a decision regarding the Exchange Offer, you should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.

None of Advance Auto Parts, Inc., the Exchange Agent or any affiliate of any of them makes any recommendation as to whether or not holders of Original Notes should exchange their Original Notes for Exchange Notes in response to the Exchange Offer.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the incorporated document. Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The accompanying letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Exchange Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this prospectus available, upon request, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

TABLE OF CONTENTS

Forward-Looking Statements	ii
Summary	1
Risk Factors	8
The Exchange Offer	13
Use of Proceeds	23
Description of Exchange Notes	24
Registration Rights	44
Plan of Distribution	47
Certain United States Federal Income Tax Considerations	48
Legal Matters	49
Experts	49
Where You Can Find More Information	49
Incorporation of Certain Information by Reference	50

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FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus, including the documents incorporated by reference herein, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identifiable by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “should,” “strategy,” “will,” or similar language. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, operational plans and objectives, and outlook, future business and financial performance, as well as statements regarding underlying assumptions related thereto. Forward-looking statements reflect our views based on historical results, information currently available as of the date of this prospectus and assumptions related to future developments. Advance cautions investors that such statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. They include, among others, factors related to the timing and implementation of strategic initiatives, the highly competitive nature of our industry, demand for our products and services, complexities in our inventory and supply chain, challenges with transforming and growing our business and factors related to the current global pandemic. Except as may be required by law, we undertake no obligation to update any forward-looking statements made in this prospectus, including the documents incorporated by reference herein. Please refer to “Risk Factors” for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus or the documents incorporated by reference herein. This summary does not contain all of the information that you should consider in making a decision to continue your investment in the Original Notes or to tender your Original Notes in exchange for the Exchange Notes. You should read the following summary together with the entire prospectus, including the more detailed information regarding Advance and the Exchange Notes appearing elsewhere in this prospectus or the documents incorporated by reference herein. You should also carefully consider, among other things, the matters discussed in the sections entitled “Risk Factors” in this prospectus or the documents incorporated by reference in this prospectus, and the consolidated financial statements and the related notes incorporated by reference in this prospectus, before making a decision regarding the Exchange Offer.

In this prospectus, except as the context otherwise requires or as otherwise indicated, references to “Advance,” “we,” “us” and “our” refer to Advance Auto Parts, Inc., its subsidiaries and their respective operations on a consolidated basis.

Our Company

We are a leading automotive aftermarket parts provider in North America, serving both professional installers (“Professional”) and ‘do-it-yourself’ (“DIY”) customers as well as independently owned operators. Our stores and branches offer a broad selection of brand name, original equipment manufacturer (“OEM”) and private label automotive replacement parts, accessories, batteries and maintenance items for domestic and imported cars, vans, sport utility vehicles and light and heavy duty trucks. As of April 18, 2020, we operated 4,843 total stores and 168 branches primarily under the trade names “Advance Auto Parts,” “Autopart International,” “Carquest” and “Worldpac.”

We were founded in 1929 as Advance Stores Company, Incorporated and operated as a retailer of general merchandise until the 1980s. During the 1980s, we began targeting the sale of automotive parts and accessories to DIY customers. We initiated our Professional delivery program in 1996 and have steadily increased our sales to Professional customers since 2000. We have grown significantly as a result of comparable store sales growth, new store openings and strategic acquisitions.

Advance Auto Parts, Inc., a Delaware corporation, was incorporated in 2001 in conjunction with the acquisition of Discount Auto Parts, Inc. In 2014, we acquired General Parts International, Inc., a privately held company that was a leading distributor and supplier of original equipment and aftermarket automotive replacement products for Professional markets operating under the Carquest and Worldpac trade names.

Corporate Information

Our principal executive offices are located at 2635 East Millbrook Road, Raleigh, North Carolina 27604. Our telephone number is (540) 362-4911 and our website is www.AdvanceAutoParts.com. Information posted on our website is not incorporated into, and is not part of, this prospectus.

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The Exchange Offer

The Exchange Offer	We are offering to exchange up to $500,000,000 aggregate principal amount of newly issued and registered 3.900% Notes due 2030 (the “Exchange Notes”) for an equal principal amount of our outstanding 3.900% Notes due 2030 (the “Original Notes”).
Purpose of the Exchange Offer	The Exchange Notes are being offered to satisfy our obligations under the registration rights agreement entered into at the time we issued and sold the Original Notes among us, the subsidiary guarantors party thereto, BofA Securities, Inc., SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers of the Original Notes (the “Registration Rights Agreement”). Subject to limited exceptions, after the Exchange Offer is complete, you will not have any further rights under the Registration Rights Agreement, including any right to require us to register any of the Original Notes that you do not exchange, to file a shelf registration statement to cover resales of the Original Notes or to pay you the additional interest we agreed to pay to holders of Original Notes if we failed to satisfy our obligations under the Registration Rights Agreement.
The Notes	The Exchange Notes will have substantially identical terms to the Original Notes, except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes, and the Exchange Notes will bear a different CUSIP number from the Original Notes. The Exchange Notes will be guaranteed on a senior unsecured basis by each of Advance’s current and future domestic subsidiaries that from time to time guarantees Advance’s $1.0 billion unsecured revolving credit facility or any other debt of Advance or any of its significant subsidiaries that is a guarantor. Each guarantee constitutes a separate security offered by the subsidiary guarantors. Any Original Notes that remain outstanding after completion of the Exchange Offer, together with the Exchange Notes issued in the Exchange Offer, will be treated as a single series of securities under the Indenture. Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer. As used herein, the term “Notes” shall mean the Exchange Notes together with the Original Notes.
Denomination	The Exchange Notes will be issued only in minimum denominations of $2,000 and only integral multiples of $1,000 in excess thereof. No tender of Original Notes will be accepted if it results in the issuance of less than $2,000 principal amount of Exchange Notes.
Expiration Date	The Exchange Offer will expire at 5:00 p.m., New York City time, on, 2020 (the “Expiration Date”), unless we extend it, in which case Expiration Date means the latest date and time to which the Exchange Offer is extended.

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Settlement Date	The Settlement Date for the Exchange Offer will be promptly after the Expiration Date.
Procedures for Tendering the Original Notes	If you wish to accept the Exchange Offer, you must tender your Original Notes and do the following on or prior to the Expiration Date: •  if Original Notes are tendered in accordance with the book-entry procedures described under “The Exchange Offer— Book-Entry Delivery Procedures for Tendering Original Notes Held with DTC,” transmit an Agent’s Message to the Exchange Agent through the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”), or •  transmit a properly completed and duly executed letter of transmittal, or a facsimile copy thereof, to the Exchange Agent, including all other documents required by the letter of transmittal. See “The Exchange Offer—Procedures for Tendering.”
Consequences of Failure to Exchange the Original Notes	You will continue to hold Original Notes, which will remain subject to their existing transfer restrictions, if you do not validly tender your Original Notes or you tender your Original Notes and they are not accepted for exchange. With some limited exceptions, we will have no obligation to register the Original Notes after we consummate the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Consequences of Failure to Exchange.”
Conditions to the Exchange Offer	The Exchange Offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue any Exchange Notes in exchange for, any Original Notes, and we may terminate or amend the Exchange Offer if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC. The foregoing conditions are for our sole benefit and may be waived by us at any time. In addition, we will not accept for exchange any Original Notes tendered, and no Exchange Notes will be issued in exchange for any such Original Notes, if at any time any stop order is threatened or in effect with respect to: •  the registration statement of which this prospectus constitutes a part; or •  the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend the Exchange Offer at any time prior to the Expiration Date upon the occurrence of any of the foregoing events. If we make a material change to the terms of the Exchange Offer, we will, to the extent required by law, disseminate additional offer materials and extend the Exchange Offer.

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Withdrawal Rights	Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of Original Notes, a notice of withdrawal must be actually received by the Exchange Agent at its address set forth in “The Exchange Offer—Exchange Agent” prior to 5:00 p.m., New York City time, on the Expiration Date. See “The Exchange Offer—Withdrawal.”
Registration Rights Agreement	We have undertaken the Exchange Offer pursuant to the terms of the Registration Rights Agreement. Under the Registration Rights Agreement, Advance agreed, among other things, to consummate an exchange offer for the Original Notes pursuant to an effective registration statement or to cause resales of the Original Notes to be registered. We have filed this registration statement to meet our obligations under the Registration Rights Agreement. If we fail to satisfy certain obligations under the Registration Rights Agreement, we are required to pay additional interest to holders of the Original Notes under specified circumstances. See “Registration Rights.”
Resale of the Exchange Notes	We believe the Exchange Notes that will be issued in the Exchange Offer may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. You should read the discussions under “The Exchange Offer” and “Plan of Distribution” for further information regarding the Exchange Offer and resale of the Exchange Notes.
Acceptance of Original Notes for Exchange and Delivery of Exchange Notes	Except in some circumstances, any and all Original Notes that are validly tendered in the Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date will be accepted for exchange. The Exchange Notes issued pursuant to the Exchange Offer will be delivered promptly after such acceptance. See “The Exchange Offer—Acceptance of Original Notes for Exchange and Delivery of Exchange Notes.”
Exchange Agent	Wells Fargo Bank, National Association is serving as the Exchange Agent (the “Exchange Agent”).
Certain U.S. Federal Income Tax Considerations	We believe that the exchange of the Original Notes for the Exchange Notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”

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The Exchange Notes

The following is a brief summary of the principal terms of the Exchange Notes. The terms of the Exchange Notes are identical in all material respects to those of the Original Notes except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes, and the Exchange Notes will bear a different CUSIP number from the Original Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the Exchange Notes and the terms and provisions of the indenture that governs the Original Notes and will govern the Exchange Notes (the “Indenture”), see “Description of Exchange Notes.”

Issuer	Advance Auto Parts, Inc., a corporation duly organized and existing under the laws of the State of Delaware.
Securities Offered	Up to $500,000,000 aggregate principal amount of Exchange Notes.
Maturity	The Exchange Notes will mature on April 15, 2030.
Interest Rate and Payment Dates	The Exchange Notes will bear interest at a rate of 3.900% per year. Interest on the Exchange Notes will be payable in cash on April 15 and October 15 of each year, commencing on October 15, 2020. The Exchange Notes will accrue interest from the most recent interest payment date to which interest on the Original Notes has been paid or, if no interest has been paid on the Original Notes, from April 16, 2020; provided that interest will only accrue with respect to the aggregate principal amount of Exchange Notes a holder receives, which may be less than the principal amount of Original Notes tendered for exchange. Except as set forth above, no accrued but unpaid interest will be paid with respect to Original Notes tendered for exchange.
Guarantees	The Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured senior basis, by each of Advance’s current and future domestic subsidiaries that from time to time guarantees Advance’s $1.0 billion unsecured revolving credit facility or any other debt of Advance or any of its significant subsidiaries that is a guarantor. See “Description of Exchange Notes—Subsidiary Guarantees.”
Ranking	The Exchange Notes will be: •  effectively subordinated to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; •  structurally subordinated to any indebtedness of any of our subsidiaries that do not guarantee the Exchange Notes; •  equal in right of payment with all of our existing and future senior indebtedness; and •  senior in right of payment to all our existing and future subordinated indebtedness. With respect to each subsidiary guarantor, the subsidiary guarantee will be: •  effectively subordinated to any secured indebtedness of such subsidiary guarantor to the extent of the value of the assets securing such indebtedness;

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	•  structurally subordinated to any indebtedness of any subsidiaries of such subsidiary guarantor that do not guarantee the Exchange Notes; •  equal in right of payment with such subsidiary guarantor’s existing and future senior indebtedness; and •  senior in right of payment to such subsidiary guarantor’s existing and future subordinated indebtedness. As of April 18, 2020, our total outstanding consolidated debt was approximately $1.7 billion (including our subsidiaries but excluding unused commitments). On June 1, 2020, we repaid $500.0 million of borrowings under our unsecured revolving credit facility. As of April 18, 2020, our subsidiary guarantors had no outstanding debt (excluding their guarantees of the Original Notes, our 4.50% Senior Unsecured Notes due January 15, 2022 (the “2022 Notes”), our 4.50% Senior Unsecured Notes due December 1, 2023 (the “2023 Notes and, together with the 2022 Notes, the “Existing Notes”), and the credit facility (which was repaid on June 1, 2020 as indicated above) and unused commitments).
Optional Redemption	Advance may redeem some or all of the Exchange Notes at any time and from time to time at the applicable redemption price described under the heading “Description of Exchange Notes—Optional Redemption.”
Change of Control Offer	In the event of a change of control triggering event as described herein, we will be required to offer to repurchase the Exchange Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. See “Description of Exchange Notes—Change of Control.”
Certain Covenants	Under the Indenture, we are subject to certain covenants, including with respect to: •  incurrence of debt secured by liens; and •  entry into sale and leaseback transactions. These covenants are subject to a number of qualifications and exceptions. See “Description of Exchange Notes—Certain Covenants.”
Further Issuances of Exchange Notes	We may, from time to time, without notice to or the consent of the holders of the Exchange Notes, issue additional notes and create and issue additional series of debt securities having the same terms as and ranking equally and ratably with the Exchange Notes in all respects, as described under “Description of Exchange Notes—Further Issuances of Exchange Notes.”
DTC Eligibility	The Exchange Notes will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See “Description of Exchange Notes—Book-Entry; Delivery and Form.”
Same-Day Settlement	Beneficial interests in the Exchange Notes will trade in DTC’s same-day funds settlement system until maturity. Therefore, secondary market trading activity in such beneficial interests will be settled in immediately available funds. See “Description of Exchange Notes—Same-Day Settlement in Respect of the Notes Represented by Global Notes.”

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No Listing of the Exchange Notes	We do not intend to apply to list the Exchange Notes on any securities exchange or to have the Exchange Notes quoted on any automated quotation system.
Governing Law	The Exchange Notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York.
Trustee	Wells Fargo Bank, National Association.
Risk Factors	See “Risk Factors” and other information in this prospectus for a discussion of factors that should be carefully considered by holders of Original Notes before tendering their Original Notes pursuant to the Exchange Offer and investing in the Exchange Notes.

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RISK FACTORS

The terms of the Exchange Notes are identical in all material respects to those of the Original Notes, except that the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes. Before making a decision regarding the Registered Offer, you should carefully consider the risks described below and all of the information contained or incorporated by reference into this prospectus, including the information in Part I, Item 1A, “Risk Factors,” in our most recent Annual Report on Form 10-K, Part II, Item 1A, “Risk Factors,” in our most recent Quarterly Report on Form 10-Q and subsequent filings made with the SEC and incorporated by reference in this prospectus, before making an decision to continue your investment in the Original Notes or to tender your Original Notes in exchange for the Exchange Notes. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. See “Forward-Looking Statements” in this prospectus.

Risks Related to the Exchange Offer

The Exchange Offer may not be consummated.

The Exchange Offer is subject to the satisfaction of certain conditions, including if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC. Even if the Exchange Offer is completed, it may not be completed on the schedule described in this prospectus.

Accordingly, holders participating in the Exchange Offer may have to wait longer than expected to receive the Exchange Notes, during which time those holders will not be able to effect transfers of their Original Notes tendered in the applicable Exchange Offer.

If you fail to exchange your Original Notes, they will continue to be restricted securities and will likely become less liquid.

Original Notes that you do not tender, or we do not accept, will, following the Exchange Offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue the Exchange Notes in exchange for the Original Notes pursuant to the Exchange Offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Procedures for Tendering” and “The Exchange Offer—Conditions to the Exchange Offer.”

Because we anticipate that all or substantially all holders of Original Notes will elect to exchange their Original Notes in this Exchange Offer, we expect that the market for any Original Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Original Notes outstanding. If you do not tender your Original Notes following the Exchange Offer, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes is likely to be adversely affected.

Late deliveries of Original Notes and other required documents could prevent a holder from exchanging its Original Notes.

Holders are responsible for complying with all procedures of the Exchange Offer. The issuance of Exchange Notes in exchange for Original Notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of Original Notes who wish to exchange them for

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Exchange Notes should allow sufficient time for timely completion of the Exchange Offer procedures. Neither we nor the Exchange Agent are obligated to extend the offer or notify you of any failure to follow the proper procedures or waive any defect if you fail to follow the proper procedures.

If you are a broker-dealer, your ability to transfer the Exchange Notes may be restricted.

A broker-dealer that purchased Original Notes for its own account as part of market-making or trading activities must comply with the prospectus delivery requirements of the Securities Act when it sells the Exchange Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes. See “Plan of Distribution.”

Risks Related to the Notes

Our level of indebtedness, a downgrade in our credit ratings or a deterioration in global credit markets could limit the cash flow available for operations and could adversely affect our ability to service our debt or obtain additional financing.

As of April 18, 2020, our total outstanding consolidated debt was approximately $1.7 billion (including our subsidiaries but excluding unused commitments). On June 1, 2020, we repaid $500.0 million of borrowings under our unsecured revolving credit facility. As of April 18, 2020, our subsidiary guarantors had no outstanding debt (excluding their guarantees of the Original Notes, the Existing Notes and the credit facility (which was repaid on June 1, 2020 as indicated above) and unused commitments). Our level of indebtedness could restrict our operations and make it more difficult for us to satisfy our debt obligations. For example, our level of indebtedness could, among other things:

• affect our liquidity by limiting our ability to obtain additional financing for working capital;

• limit our ability to obtain financing for capital expenditures and acquisitions or make any available financing more costly;

• require us to dedicate all or a substantial portion of our cash flow to service our debt, which would reduce funds available for other business purposes, such as capital expenditures, dividends or acquisitions;

• limit our flexibility in planning for or reacting to changes in the markets in which we compete;

• place us at a competitive disadvantage relative to our competitors who may have less indebtedness;

• render us more vulnerable to general adverse economic and industry conditions; and

• make it more difficult for us to satisfy our financial obligations.

The indentures governing our Existing Notes contain restrictive covenants. In addition, our credit agreement governing our credit facility contains financial and other restrictive covenants. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, including the Exchange Notes.

In addition, our overall credit rating may be negatively impacted by deteriorating and uncertain credit markets or other factors that may or may not be within our control. The interest rates on our unsecured revolving credit facility are linked directly to our credit ratings. Accordingly, any negative impact on our credit ratings would likely result in higher interest rates and interest expense on any borrowings under our unsecured revolving credit facility or future issuances of public debt and less favorable terms on other operating and financing arrangements. In addition, it could reduce the attractiveness of certain vendor payment programs whereby third-party institutions finance arrangements to our vendors based on our credit rating, which could result in increased working capital requirements.

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Conditions and events in the global credit market could have a material adverse effect on our access to short and long-term borrowings to finance our operations and the terms and cost of that debt. It is possible that one or more of the banks that provide us with financing under our unsecured revolving credit facility may fail to honor the terms of our credit facility or be financially unable to provide the unused credit as a result of significant deterioration in such bank’s financial condition. An inability to obtain sufficient financing at cost-effective rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The Exchange Notes and the subsidiary guarantees will be unsecured and rank behind any secured creditors to the extent of the value of the collateral securing their claims.

The Exchange Notes will be senior unsecured indebtedness of Advance. The Exchange Notes initially will be guaranteed on an unsecured basis by certain of our subsidiaries. As of April 18, 2020, we had no secured indebtedness. To the extent that we or any of the subsidiary guarantors incur secured indebtedness in the future, holders of any secured indebtedness will have claims that are prior to your claims as holders of the Exchange Notes to the extent of the value of the assets securing such indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of our secured indebtedness will have prior claim to our assets that constitute their collateral. Holders of the Exchange Notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the Exchange Notes, including our Existing Notes. In that event, because the Exchange Notes will not be secured by any of our assets, it is possible that our remaining assets might be insufficient to satisfy your claims in full.

We can release guarantees from time to time without the consent of holders.

Under the terms of the Indenture, holders of the Exchange Notes will be deemed to have consented to the release of the guarantee of the Exchange Notes provided by a subsidiary guarantor, without any action required on the part of the trustee or any holder of the Exchange Notes, upon such subsidiary guarantor ceasing to guarantee or be an obligor with respect to our credit facility and certain other debt. Accordingly, if the lenders under our credit facility release a subsidiary guarantor from its guarantee of, or obligations as a borrower under, our credit facility, or if our credit facility is terminated in full, the obligations of our subsidiaries to guarantee the Exchange Notes will immediately terminate, unless our subsidiaries incur or guarantee obligations under any other credit facility or capital markets debt with an aggregate principal outstanding or committed amount of at least $25.0 million, and such obligations are not also released. In addition, a subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guarantee in the other circumstances set out below in “Description of Exchange Notes—Subsidiary Guarantees.” Any such release would result in any debt or other obligations of the applicable subsidiary becoming structurally senior to the Exchange Notes.

We may not be able to repurchase the Exchange Notes upon a change of control triggering event.

Upon a change of control triggering event, as defined under the Indenture, we are required to offer to repurchase all of the Exchange Notes then outstanding at a price equal to 101% of the principal amount of the Exchange Notes repurchased, plus accrued interest. If a change of control triggering event were to occur, we may not have sufficient funds to pay the repurchase price for the outstanding Exchange Notes tendered, and we expect that it would require third-party financing; however, we may not be able to obtain such financing on favorable terms, if at all. In addition, the occurrence of a change of control triggering event may result in an event of default under, or require us to purchase, our other existing or future senior indebtedness. Moreover, the exercise by the holders of their right to require us to purchase the Exchange Notes could cause a default under its existing or future senior indebtedness, even if the occurrence of a change of control triggering event does not, due to the financial effect of such purchase on us. Our failure to purchase tendered Exchange Notes at a time when the purchase is required by the Indenture would constitute an event of default under the Indenture, which, in turn, may constitute an event of default under future debt. See “Description of Exchange Notes—Change of Control.”

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Advance is a holding company and is dependent on dividends and other distributions from its subsidiaries.

Advance is a holding company with no direct operations. We have no significant assets other than equity interests in our subsidiaries. As a result, our ability to make required payments on the Exchange Notes depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions may be restricted by provisions in credit instruments, applicable state business organization laws and other laws and regulations. If our subsidiaries are prevented from distributing funds to us, we may be unable to pay all of the principal and interest on the Exchange Notes when due.

An active trading market for the Exchange Notes may not develop.

The Exchange Notes are a new issue of securities with no established trading market. We do not intend to apply for a listing of the Exchange Notes on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that a trading market for the Exchange Notes will ever develop or will be maintained. If a trading market does not develop or is not maintained, you may find it difficult or impossible to resell the Exchange Notes. Further, there can be no assurance as to the liquidity of any market that may develop for the Exchange Notes, your ability to sell the Exchange Notes or the price at which you will be able to sell the Exchange Notes. Future trading prices of the Exchange Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the Exchange Notes and the markets for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:

• the time remaining to the maturity of the Exchange Notes;

• the outstanding amount of the Exchange Notes;

• the terms related to optional redemption of the Exchange Notes; and

• the level, direction and volatility of market interest rates generally.

Your right to receive payments on the Exchange Notes could be adversely affected if any of our subsidiaries that are not guarantors declare bankruptcy, liquidate or reorganize.

Not all of our subsidiaries will guarantee the Exchange Notes, and those subsidiaries may incur debt and other liabilities, to the extent permitted by the Indenture. In the event of any bankruptcy, liquidation or reorganization of any of our subsidiaries that are not guarantors, the rights of the holders of the Exchange Notes to participate in the assets of such subsidiary will rank behind the claims of that subsidiary’s creditors, including trade creditors (except to the extent we have a claim as a creditor of such subsidiary). As a result, the Exchange Notes will be structurally subordinated to the outstanding and other liabilities, including trade payables, of our subsidiaries that are not guarantors. As of and for the sixteen weeks ended April 18, 2020, our subsidiaries that are not guarantors had no outstanding indebtedness and had other liabilities of approximately $343.4 million (excluding intercompany liabilities), all of which are structurally senior to the Exchange Notes.

In addition, the Indenture does not prohibit our subsidiaries, including our subsidiaries that are not guarantors, from incurring additional indebtedness (subject to certain limitations on indebtedness secured by liens on property or assets), which could be structurally senior to the Exchange Notes and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by our subsidiaries, including our subsidiaries that are not guarantors.

The indebtedness represented by the Exchange Notes and the subsidiary guarantees may be unenforceable due to voidable transfer statutes.

Under federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee could be voided, or claims in respect of a subsidiary guarantee could be subordinated to all other debts

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of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such subsidiary guarantee and:

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent liabilities, on its existing debts, as they become absolute and mature; or

• it could not pay its debts as they become due.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

Pursuant to the Registration Rights Agreement, we agreed, for the benefit of the holders of Original Notes, at our expense, to use our commercially reasonable efforts to prepare and file with the SEC a registration statement with respect to a registered offer to exchange the Original Notes for Exchange Notes, which will have substantially identical terms in all material respects to the Original Notes, except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes, and the Exchange Notes will bear a different CUSIP number from the Original Notes. See “Registration Rights.”

Terms of the Exchange Offer

Advance is offering holders of the Original Notes the opportunity to exchange any and all of their Original Notes for the Exchange Notes. This prospectus and the accompanying letter of transmittal (the “letter of transmittal”) contain the terms and conditions of the Exchange Offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together constitute the Exchange Offer, we will accept for exchange the Original Notes which are properly tendered on or prior to the Expiration Date, unless you have previously withdrawn them.

When you tender Original Notes as provided below, our acceptance of the Original Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal. In tendering Original Notes, you should also note the following important information:

• The Original Notes may be tendered only in principal amounts equal to minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who do not tender all of their Original Notes should ensure that they retain a principal amount of Original Notes amounting to at least the minimum denomination equal to $2,000. The Exchange Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Original Notes will be accepted if it results in the issuance of less than $2,000 principal amount of Exchange Notes.

• The Exchange Offer will remain open for 20 business days after the date notice is mailed to the holders of the Original Notes, or longer if required by applicable law. We are sending this prospectus, together with the letter of transmittal, on                 , 2020, to all of the registered holders of Original Notes.

• The Exchange Offer expires at 5:00 p.m., New York City time, on                 , 2020; provided, however, that we, in our sole discretion, may extend the period of time for which the Exchange Offer is open.

• The Exchange Offer is not conditioned upon any minimum principal amount of the Original Notes being tendered.

• Our obligation to accept the Original Notes for exchange in the Exchange Offer is subject to the conditions described under “—Conditions to the Exchange Offer.”

• We expressly reserve the right, at any time, to extend the period of time during which the Exchange Offer is open, and thereby delay acceptance of any Original Notes, by giving oral (promptly followed in writing) or written notice of an extension to the Exchange Agent and notice of that extension to the holders of the Original Notes as described below. During any extension, all Original Notes previously tendered will remain subject to the Exchange Offer unless withdrawal rights are exercised as described under “—Withdrawal.” Any Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder of the Original Notes promptly after the expiration or termination of the Exchange Offer.

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• We expressly reserve the right to amend or terminate the Exchange Offer, and to not accept for exchange any Original Notes that we have not yet accepted for exchange, at any time prior to the Expiration Date. If we make a material change to the terms of the Exchange Offer, including the waiver of a material condition, we will, to the extent required by law, disseminate additional offer materials and extend the period of time during which the Exchange Offer is open so that at least five business days remain in the Exchange Offer following notice of a material change.

• Original Notes which are not tendered for exchange, or are tendered but not accepted, in connection with the Exchange Offer will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the Registration Rights Agreement.

• We intend to conduct the Exchange Offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC thereunder.

• By executing, or otherwise becoming bound by, the letter of transmittal, you will be making to us the representations described under “—Resale of the Exchange Notes.”

Expiration Date; Extensions; Termination; Amendments

The Exchange Offer expires on the Expiration Date, which is 5:00 p.m., New York City time, on                 , 2020, subject to Advance’s right to extend that time and date in Advance’s sole discretion (which right is subject to applicable law), in which case the Expiration Date means the latest time and date to which the Expiration Date is extended. To extend the Expiration Date, Advance will notify the Exchange Agent and will make a public announcement thereof before 5:00 p.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any extension of the Expiration Date, all Original Notes previously tendered in extended Exchange Offer will remain subject to the Exchange Offer and may be accepted for exchange by Advance.

Subject to applicable law, Advance expressly reserves the right, in its sole discretion and with respect to the Exchange Offer, to:

• delay accepting any of the Original Notes, to extend the Exchange Offer or to terminate the Exchange Offer and not accept any Original Notes;

• extend the Expiration Date;

• terminate the Exchange Offer and return all tendered Original Notes to the respective tendering holders; and

• amend, modify or waive, in whole or in part, at any time, or from time to time, the terms of the Exchange Offer in any respect, including waiver of any conditions to consummation of any of the Exchange Offer.

If any termination or material amendment occurs, we will notify the Exchange Agent in writing and will either issue a press release or give written notice to the holders of the Original Notes as promptly as practicable. Additionally, in the event of a material amendment or change in the Exchange Offer, which would include any waiver of a material condition hereof, we will extend the Exchange Offer, if necessary, so that at least five business days remain in the Exchange Offer following notice of the material amendment or change, as applicable. Unless we terminate the Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date, we will exchange the Exchange Notes for the tendered Original Notes promptly after the Expiration Date and will issue to the Exchange Agent Exchange Notes for Original Notes validly tendered, not withdrawn and accepted for exchange. Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the Exchange Offer. See “—Acceptance of Original Notes for Exchange and Delivery of Exchange Notes.”

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Settlement Date

The Settlement Date for the Exchange Offer will be promptly after the Expiration Date. Advance will not be obligated to deliver Exchange Notes unless the applicable Exchange Offer is consummated.

Procedures for Tendering

If you wish to participate in the Exchange Offer and your Original Notes are held by a custodial entity such as a commercial bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Original Notes on your behalf pursuant to the procedures of that custodial entity. Please ensure you contact your custodial entity as soon as possible to give them sufficient time to meet your requested deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, dealer, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for their instruction. It is your responsibility to properly tender your Original Notes.

To participate in the Exchange Offer, you must either:

• complete, sign and date the letter of transmittal, or a facsimile thereof, in accordance with the instructions in the letter of transmittal, including guaranteeing the signatures to the letter of transmittal, if required, and mail or otherwise deliver the letter of transmittal, or a facsimile thereof, together with the certificates representing your Original Notes specified in the letter of transmittal, to the Exchange Agent at the address set forth in the letter of transmittal, for receipt prior to the Expiration Date; or

• comply with the ATOP procedures for book-entry transfer described below prior to the Expiration Date.

The Exchange Agent and DTC have confirmed that the Exchange Offer is eligible for ATOP with respect to book-entry notes held through DTC. The letter of transmittal, or a facsimile thereof, with any required signature guarantees or, in the case of book-entry transfer, an agent’s message in lieu of the letter of transmittal and consent, and any other required documents, must be transmitted to and received by the Exchange Agent prior to the Expiration Date at its address listed below under “—Exchange Agent.” Original Notes will not be deemed to have been tendered until the letter of transmittal and signature guarantees, if any, or an agent’s message is received by the Exchange Agent. There are not any guaranteed delivery procedures applicable to the Exchange Offer under the terms of the Exchange Offer.

The method of delivery of Original Notes, the letter of transmittal and all other required documents to the Exchange Agent, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the election and risk of the holder of the Original Notes. For documents, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Exchange Agent prior to the Expiration Date. Do not send the letter of transmittal or any Original Notes to anyone other than the Exchange Agent.

If you are tendering your Original Notes in exchange for Exchange Notes and anticipate delivering your letter of transmittal and other documents other than through DTC, Advance urges you to promptly contact a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of any Exchange Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

Book-Entry Delivery Procedures for Tendering Original Notes Held with DTC

If you wish to tender Original Notes held on your behalf by a nominee with DTC, you must:

• inform your nominee of your interest in tendering your Original Notes pursuant to the Exchange Offer; and

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• instruct your nominee to tender all Original Notes you wish to be tendered in the Exchange Offer into the Exchange Agent’s account at DTC prior to the Expiration Date.

Any financial institution that is a nominee of DTC, including Euroclear and Clearstream, must tender Original Notes by effecting a book-entry transfer of Original Notes to be tendered in the Exchange Offer into the account of the Exchange Agent at DTC by electronically transmitting its acceptance of the Exchange Offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the Exchange Agent’s account at DTC and send an agent’s message to the Exchange Agent. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, that states that DTC has received an express acknowledgement from an organization that participates in DTC (a “participant”) tendering Original Notes, that the participant has received and agrees to be bound by the terms of the letter of transmittal and that Advance may enforce the agreement against the participant. The letter of transmittal need not accompany tenders effected through ATOP.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the Exchange Offer, we will not be required to accept for exchange, or to issue the Exchange Notes in exchange for, any of the Original Notes and may terminate or amend the Exchange Offer, if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC.

In addition, we will not accept for exchange any Original Notes tendered, and no Exchange Notes will be issued in exchange for any such Original Notes, if at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act.

We reserve the right to terminate or amend the Exchange Offer at any time prior to the Expiration Date upon the occurrence of any of the foregoing events.

In addition, we will not be obligated to accept for exchange the Original Notes of any holder that has not made to us the representations described in the letter of transmittal and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the Exchange Notes under the Securities Act.

The foregoing conditions are for our sole benefit and may be waived by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. The rights described in the prior paragraphs are ongoing rights which we may assert at any time and from time to time.

Proper Execution and Delivery of the Letter of Transmittal

Signatures on the letter of transmittal or notice of withdrawal described under “—Withdrawal,” as the case may be, must be guaranteed by an eligible guarantor institution unless the Original Notes tendered pursuant to the letter of transmittal are tendered for the account of an eligible guarantor institution. An “eligible guarantor institution” is one of the following firms or other entities identified in Rule 17Ad-15 under the Exchange Act (as such terms are used in Rule 17Ad-15):

• a bank;

• a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

• a credit union;

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• a national securities exchange, registered securities association or clearing agency; or

• a savings association.

If signatures on the letter of transmittal or notice of withdrawal are required to be guaranteed, that guarantee must be made by an eligible guarantor institution.

If the letter of transmittal is signed by the holders of Original Notes tendered thereby, the signatures must correspond with the names as written on the face of the Original Notes without any change whatsoever. If any of the Original Notes tendered thereby are held by two or more holders, each holder must sign the letter of transmittal. If any of the Original Notes tendered thereby are registered in different names on different Original Notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

If Original Notes that are not tendered for exchange pursuant to the Exchange Offer are to be returned to a person other than the tendering holder, certificates for those Original Notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the holder of any Original Notes set forth in the letter of transmittal, such Original Notes must be properly endorsed or accompanied by a properly completed bond power, signed by the holder exactly as the holder’s name appears on such Original Notes and signatures on such Original Notes must be guaranteed by an eligible guarantor institution. If the letter of transmittal or any Original Notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Advance, evidence satisfactory to Advance of their authority to so act must be submitted with the letter of transmittal.

No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal, or a facsimile thereof, the tendering holder of Original Notes waives any right to receive any notice of the acceptance for exchange of their Original Notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments and/or substitute certificates evidencing Original Notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If those instructions are not given, Original Notes not tendered or exchanged will be returned to the tendering holder.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Original Notes will be determined by Advance in its sole discretion, which determination will be final and binding. Advance reserves the absolute right to reject any and all tendered Original Notes determined by Advance not to be in proper form or not to be tendered validly or any tendered Original Notes acceptance of which by Advance would, in the opinion of Advance’s counsel, be unlawful. Advance also reserves the right to waive, in its sole discretion, any defects, irregularities or conditions of tender as to particular Original Notes, whether or not waived in the case of other Original Notes. Advance’s interpretation of the terms and conditions of the Exchange Offer, including the terms and instructions in the letter of transmittal and consent, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time Advance determines. Although Advance intends to notify holders of Original Notes of defects or irregularities with respect to tenders of Original Notes, none of Advance, the Exchange Agent, or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Original Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

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Any holder whose Original Notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for indemnifying the trustee in a manner satisfactory to it. Holders may contact the Exchange Agent for assistance with these matters.

Withdrawal

You can withdraw your tender of Original Notes at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date (the “Withdrawal Deadline”).

Tenders of any Original Notes in the Exchange Offer may be validly withdrawn at any time prior to the Withdrawal Deadline, but will thereafter be irrevocable, even if Advance otherwise extends the Exchange Offer beyond the Expiration Date, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offer after the Withdrawal Deadline will be irrevocable, except in the limited circumstances where additional withdrawal rights are required by law.

For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent prior to the Withdrawal Deadline at its address listed below under “—Exchange Agent.” The withdrawal notice must:

• specify the name of the tendering holder of Original Notes;

• bear a description of the Original Notes to be withdrawn;

• specify, in the case of Original Notes tendered by delivery of certificates for such Original Notes, the certificate numbers shown on the particular certificates evidencing such Original Notes;

• specify the aggregate principal amount represented by those Original Notes;

• specify, in the case of Original Notes tendered by delivery of certificates for such Original Notes, the name of the registered holder, if different from that of the tendering holder, or specify, in the case of Original Notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Original Notes; and

• be signed by the holder of those Original Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to Advance that the person withdrawing the tender has succeeded to the beneficial ownership of those Original Notes.

The signature on any notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Original Notes have been tendered for the account of an eligible guarantor institution.

Withdrawal of tenders of Original Notes may not be rescinded, and any Original Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer. Validly withdrawn Original Notes may, however, be retendered by again following the procedures described in “—Procedures for Tendering” above prior to the Expiration Date.

Resale of the Exchange Notes

Under existing interpretations of the SEC staff contained in several no-action letters to third parties, the Exchange Notes would in general be freely transferable by holders thereof (other than affiliates of us) after the Exchange Offer without further registration under the Securities Act (subject to certain representations required to be made by each holder of Original Notes participating in the Exchange Offer, as set forth below). The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, the Morgan Stanley & Co. Incorporated letter, which was made available by the SEC on June 5, 1991, the K-III Communications Corporation letter, which was made available by the SEC on May 14,

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1993, and the Shearman & Sterling letter, which was made available by the SEC on July 2, 1993. None of Advance, the subsidiary guarantors or any of their respective affiliates have entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer and, to the best of our information and belief, each person participating in the Exchange Offer is (i) neither an “affiliate” of Advance or any of the subsidiary guarantors within the meaning of Rule 405 under the Securities Act, nor a broker-dealer acquiring the securities in exchange for securities acquired directly from Advance or any of the subsidiary guarantors for its own account, (ii) acquiring the securities in its ordinary course of business and (iii) is not engaged in, and does not intend to engage in, the distribution of the securities to be received in the Exchange Offer and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer.

However, any holder of Original Notes who is an “affiliate” of ours or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes:

• will not be able to rely on such SEC interpretation;

• will not be able to tender its Original Notes in the Exchange Offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of Original Notes unless such sale or transfer is made pursuant to an exemption from those requirements.

We acknowledge that such secondary resale transactions should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

By executing, or otherwise becoming bound by, the letter of transmittal, each holder of the Original Notes will represent that:

• it is not an affiliate of ours;

• it is not a broker-dealer tendering notes acquired directly from us for its own account;

• the Exchange Notes to be received by it will be acquired in the ordinary course of its business; and

• it is not engaged and does not intend to engage in, and has no arrangement or understanding with any person, to participate in the distribution, within the meaning of the Securities Act, of the Exchange Notes.

We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the Exchange Offer, and there can be no assurance that the SEC staff would make a similar determination with respect to the Exchange Notes as it has made in previous no-action letters.

In addition, in connection with any resales of the Exchange Notes, any broker-dealer that acquired Exchange Notes for its own account as a result of market-making or other trading activities (an “exchanging broker-dealer”) must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes with the prospectus contained in the exchange offer registration statement. Under the Registration Rights Agreement, we will be required for a limited period to allow exchanging broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of Exchange Notes

The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes, other than a resale of an unsold allotment from the original sale of the Original Notes, by delivery of the prospectus contained in the Exchange Offer registration statement.

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Absence of Appraisal and Dissenters’ Rights

Holders of the Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer.

Acceptance of Original Notes for Exchange and Delivery of Exchange Notes

On the Settlement Date, the Exchange Notes to be issued in exchange for the Original Notes tendered and accepted in the Exchange Offer will be delivered in book-entry form.

Advance will be deemed to accept the Original Notes that have been validly tendered by holders and that have not been validly withdrawn before the Withdrawal Deadline as provided in this prospectus when, and if, Advance gives oral or written notice of acceptance to the Exchange Agent. Following receipt of that notice by the Exchange Agent and subject to the terms and conditions of the Exchange Offer, delivery of the Exchange Notes will be made by the Exchange Agent on the Settlement Date. The Exchange Agent will act as agent for tendering holders of Original Notes for the purpose of receiving Original Notes and transmitting Exchange Notes as of the Settlement Date. If any tendered Original Notes are not accepted for any reason described in the terms and conditions of the Exchange Offer, such unaccepted Original Notes will be returned without expense to the tendering holders promptly after the expiration or termination of the Exchange Offer.

If, for any reason, acceptance for exchange of tendered Original Notes, or issuance of Exchange Notes in exchange for validly tendered Original Notes, is delayed, or Advance is unable to accept tendered Original Notes for exchange or to issue Exchange Notes in exchange for validly tendered Original Notes, then the Exchange Agent may, nevertheless, on behalf of Advance, retain the tendered Original Notes, without prejudice to the rights of Advance described under “—Expiration Date; Extensions; Termination; Amendments,” “—Conditions to the Exchange Offer” and “—Withdrawal” above, but subject to Rule 14e-1 under the Exchange Act, which requires that Advance return the Original Notes tendered promptly after the termination or withdrawal of the Exchange Offer, and the tendered Original Notes may not be withdrawn.

Exchange Agent

Wells Fargo Bank, National Association has been appointed as the Exchange Agent for the Exchange Offer. Letters of transmittal and all other correspondence in connection with the Exchange Offer, including questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal, should be sent or delivered by each holder of the Original Notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the Exchange Agent at (612) 667-9764 or toll free at (800) 344-5128, Option 0, or the following address:

By Registered or Certified Mail:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9300-070

600 Fourth Street

Minneapolis, MN 55402

By Regular Mail or Overnight Courier:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9300-070

600 Fourth Street

Minneapolis, MN 55402

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In Person by Hand Only:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9300-070

600 Fourth Street

Minneapolis, MN 55402

Holders of Original Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offer.

Solicitation of Tenders; Fees and Expenses

We have not retained any dealer-manager or similar agent in connection with the Exchange Offer and we will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offer. We will, however, pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for actual and reasonable out-of-pocket expenses.

Advance will bear the expenses of soliciting tenders of the Original Notes. Solicitations of holders may be made by mail, e-mail, telephone, facsimile transmission, in person and otherwise by any Exchange Agent as well as by Advance officers and other employees and those of Advance affiliates. No additional compensation will be paid to any officers or employees who engage in soliciting exchanges.

Holders tendering their Original Notes accepted in the Exchange Offer will not be obligated to pay brokerage commissions or fees to Advance, the Exchange Agent or, except as set forth below, to pay transfer taxes with respect to the exchange of their Original Notes. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance would not be in compliance with the laws of the jurisdiction.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of Original Notes in the Exchange Offer unless you instruct Advance to issue or cause to be issued Exchange Notes, or request that Original Notes not tendered or accepted in the Exchange Offer be returned, to a person other than the tendering holder. In those cases, you will be responsible for the payment of any applicable transfer taxes.

If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder and/or withheld from any amounts due with respect to the Original Notes tendered by such holder.

Consequences of Failure to Exchange

As a consequence of the offer or sale of the Original Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of Original Notes who do not exchange Original Notes for Exchange Notes in the Exchange Offer will continue to be subject to the restrictions on transfer of the Original Notes. In general, the Original Notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

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Upon completion of the Exchange Offer, due to the restrictions on transfer of the Original Notes and the absence of similar restrictions applicable to the Exchange Notes, it is highly likely that the market, if any, for Original Notes will be relatively less liquid than the market for Exchange Notes. Consequently, holders of Original Notes who do not participate in the Exchange Offer could experience significant diminution in the value of their Original Notes compared to the value of the Exchange Notes.

NONE OF ADVANCE OR THE TRUSTEE WITH RESPECT TO THE EXCHANGE NOTES, THE EXCHANGE AGENT, OR ANY AFFILIATE OF ANY OF THEM, MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS OF THE ORIGINAL NOTES SHOULD EXCHANGE THEIR ORIGINAL NOTES FOR EXCHANGE NOTES IN RESPONSE TO THE EXCHANGE OFFER.

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USE OF PROCEEDS

The Exchange Offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes as contemplated by this prospectus, we will receive, in exchange, an equal principal amount of the Original Notes. Original Notes surrendered in exchange for Exchange Notes will be retired and cannot be reissued.

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DESCRIPTION OF EXCHANGE NOTES

The Original Notes were, and the Exchange Notes will be, issued under an indenture, dated as of April 16, 2020 (the “Indenture”), among us, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee. The terms of the Original Notes and the Registered Notes will include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Any Original Notes that remain outstanding after completion of the Exchange Offer, together with the Exchange Notes issued in the Exchange Offer, will be treated as a single series of securities under the Indenture. References to the “Notes” include the Original Notes and the Exchange Notes. The Original Notes constitute, and the Exchange Notes will constitute, debt securities issued under the Indenture.

In this description, the words “we,” “us,” “our” and “Advance Auto Parts” refer only to Advance Auto Parts, Inc. and not to any of its subsidiaries.

The following summary of certain provisions of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Indenture, including, without limitation, the definitions of certain terms in the Indenture, and to the Exchange Notes. Copies of the Indenture are available upon request at the address indicated under “Where You Can Find More Information.”

The Exchange Notes will have terms identical in all material respects to the Original Notes, except that the Exchange Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes, and the Exchange Notes will bear a different CUSIP number from the Original Notes.

General

The Registered Notes will be issued only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 above that amount. The Registered Notes initially will be represented by one or more global certificates registered in the name of a nominee of The Depository Trust Company (“DTC”) as described under “—Book-Entry, Delivery and Form.”

The trustee, through its corporate trust office in New York City, acts as our paying agent and security registrar in respect of the Notes. The current location of such corporate trust office is 150 East 42nd Street, 40th Floor, New York, New York 10017. So long as the Exchange Notes are issued in the form of global certificates, payments of principal, interest and premium, if any, will be made by us through the paying agent to DTC.

The Exchange Notes will not be entitled to the benefit of any sinking fund.

The Exchange Notes will be fully and unconditionally guaranteed on an unsubordinated unsecured basis by each of our subsidiaries that incurs or guarantees obligations under our Credit Facility or any other Credit Facility Debt or Capital Markets Debt (each as defined under “—Subsidiary Guarantees”).

Principal, Maturity and Interest

The Exchange Notes will mature on April 15, 2030. Each of the Original Notes and the Exchange Notes are initially limited in aggregate principal amount to $500,000,000. Interest on the Exchange Notes will accrue at a rate of 3.900% per annum and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2020. We will pay interest to those persons who were holders of record on the April 1 or October 1 immediately preceding each interest payment date. If we deliver global notes to the trustee for cancellation on a date that is after the record date and on or before the corresponding interest payment date, then interest shall be paid in accordance with the provisions of DTC. Interest on each Exchange Note will accrue (i) from the later of (A) the last interest payment date on which interest was paid on the Original Note

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surrendered in exchange therefor or (B) if the Original Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date, or (ii) if no interest has been paid on such Original Note, from April 16, 2020. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Subsidiary Guarantees

Advance Stores Company, Incorporated, our direct subsidiary, is the borrower under our Credit Facility (as defined below), and we guarantee its obligations thereunder. Certain of the domestic subsidiaries of Advance Stores Company, Incorporated provide or may provide guarantees of our Credit Facility.

Our obligations under the Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsubordinated unsecured basis by each of our subsidiaries that incurs or guarantees the Credit Facility or any other of our or any of our subsidiaries’ Credit Facility Debt or any Capital Markets Debt. Each subsidiary guarantee will rank equally in right of payment with all existing and future liabilities of the applicable subsidiary guarantor that are not subordinated. Each subsidiary guarantee will effectively rank junior to any secured indebtedness of its respective subsidiary guarantor to the extent of the value of the assets securing such indebtedness. Under the terms of the guarantees, holders of the Exchange Notes will not be required to exercise their remedies against us before they proceed directly against the subsidiary guarantors.

For purposes of the guarantee provisions of the Indenture, the following terms are defined as follows:

“Capital Markets Debt” means any debt for borrowed money that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of (A) at least $25.0 million, at any time that any Existing Notes remain outstanding or (B) at least $75.0 million at any time that no Existing Notes remain outstanding.

“Credit Facility” means the credit agreement, dated as of January 31, 2017, among us, Advance Stores Company, Incorporated, the lenders referred to therein and Bank of America, N.A., as administrative agent, as amended, extended, renewed, restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Credit Facility Debt” means any debt for borrowed money that (i) is incurred pursuant to a credit agreement, including pursuant to the Credit Facility or other agreement providing for revolving credit loans, term loans or other debt entered into between us or any of our subsidiaries and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of (A) at least $25.0 million, at any time that any Existing Notes remain outstanding or (B) at least $75.0 million at any time that no Existing Notes remain outstanding.

“Existing Notes” means our 4.50% Senior Unsecured Notes due January 15, 2022 and 4.50% Senior Unsecured Notes due December 1, 2023.

“subsidiary guarantor” means each of our subsidiaries that is or becomes a guarantor under the Indenture.

Under the Indenture, the holders of the Notes will be deemed to have consented to the release of the guarantee of the Notes provided by a subsidiary guarantor, without any action required on the part of the trustee or any holder of the Notes, upon such subsidiary guarantor ceasing to guarantee or be an obligor with respect to the Credit Facility or any other Credit Facility Debt and Capital Markets Debt of us or any subsidiary. Accordingly, if the lenders under the Credit Facility release a subsidiary guarantor from its guarantee of, or obligations as a borrower under, the Credit Facility, or if the Credit Facility is terminated in full, the obligations

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of our subsidiaries to guarantee the Notes will immediately terminate, unless our subsidiaries incur or guarantee obligations under any other Credit Facility Debt or Capital Markets Debt. We will give prompt written notice to the trustee of the automatic release of any subsidiary guarantor. If any of our subsidiaries incur or guarantee obligations under any Credit Facility Debt or Capital Markets Debt while the Notes are outstanding, then such subsidiaries will be required to guarantee the Notes.

In addition, a subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guarantee in the following circumstances, each of which is permitted by the Indenture:

• upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such subsidiary guarantor (other than to us or any of our affiliates); or

• upon the sale or disposition of all or substantially all the property of such subsidiary guarantor (other than to any of our affiliates other than another subsidiary guarantor);

provided, however, that, in each case, after giving effect to such transaction, such subsidiary is no longer liable for any guarantee or other obligations in respect of any of our or our subsidiaries’ Credit Facility Debt or Capital Markets Debt.

The subsidiary guarantee of a subsidiary guarantor also will be released if we exercise our legal defeasance or our covenant defeasance option as described under “—Defeasance” or if our obligations under the Indenture are discharged as described under “—Discharge of the Indenture.” At our written instruction, the trustee will execute and deliver any documents, instructions or instruments evidencing any such release.

The Notes are guaranteed by certain of our domestic subsidiaries. If a subsidiary becomes obligated to guarantee the Notes after the date of the Indenture, then we shall cause such subsidiary, within 30 days, to (A) execute and deliver to the trustee a supplemental indenture in form reasonably satisfactory to the trustee pursuant to which such subsidiary shall fully and unconditionally guarantee all of our obligations under the Notes and the Indenture and (B) deliver to the trustee an opinion of counsel to the effect that (i) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (ii) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such guarantee of the Notes shall be equal in ranking, or pari passu, or senior in right of payment with the guarantee or other obligation giving rise to the obligation to guarantee the Notes. The obligations of each subsidiary guarantor under its subsidiary guarantee will be limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Ranking

The Exchange Notes will be:

• our unsubordinated unsecured obligations,

• effectively subordinated to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness,

• structurally subordinated to any indebtedness of any of our subsidiaries that do not guarantee the Exchange Notes,

• pari passu with all our existing and future unsubordinated indebtedness, and

• senior in right of payment to all our existing and future subordinated indebtedness.

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With respect to each subsidiary guarantor, the subsidiary guarantee will be:

• an unsubordinated unsecured obligation of such subsidiary guarantor,

• effectively subordinated to any secured indebtedness of such subsidiary guarantor to the extent of the value of the assets securing such indebtedness,

• structurally subordinated to any indebtedness of any subsidiaries of such subsidiary guarantor that do not guarantee the Exchange Notes,

• pari passu with such subsidiary guarantor’s existing and future unsubordinated indebtedness, and

• senior in right of payment to such subsidiary guarantor’s existing and future subordinated indebtedness.

We only have a stockholder’s claim on the assets of our subsidiaries. This stockholder’s claim is junior to the claims that creditors of our subsidiaries have against our subsidiaries. Holders of the Exchange Notes will only be creditors of us and our subsidiary guarantors. In the case of subsidiaries that are not subsidiary guarantors, all of the existing and future liabilities of these subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the Exchange Notes.

The ability of our subsidiaries to pay dividends and make other payments to us is also restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries may become a party, including the Credit Facility. We may not be able to pay the cash purchase price if a holder requires us to repurchase Exchange Notes as described below under “—Change of Control.”

Our subsidiaries have other liabilities, including contingent liabilities that may be significant. The Indenture does not contain any limitations on the amount of additional debt that we and our subsidiaries may incur. The amount of this debt could be substantial, and this debt may be debt of our subsidiaries that are not subsidiary guarantors, in which case this debt would be effectively senior in right of payment to the Exchange Notes.

Further Issuances of Notes

We may, from time to time, without notice to or the consent of the holders of the Notes, increase the principal amount of Notes under the Indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued will have the same form and terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue), and will carry the same right to receive accrued and unpaid interest, as the Notes previously issued, and such additional notes will form a single series with the previously issued Notes, including for voting purposes, provided that any additional notes that are not fungible with the Notes for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Notes. In addition, we may from time to time create and issue additional series of debt securities having the same terms as and ranking equally and ratably with the Notes in all respects.

Optional Redemption

Prior to the Par Call Date, the Exchange Notes will be redeemable in whole or in part at any time and from time to time, at our option, at a redemption price equal to the greater of (i) 100% of the principal amount of the Exchange Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Exchange Notes to be redeemed that would have been made if such Exchange Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 50 basis points, plus accrued interest thereon to but excluding the redemption date.

On or after the Par Call Date, the Exchange Notes will be redeemable in whole or in part at any time and from time to time, at our option, at a redemption price equal to 100% of the principal amount of the Exchange Notes to be redeemed plus accrued interest thereon to but excluding the redemption date.

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“Comparable Treasury Issue” means the U.S. Treasury security selected by us as having a maturity comparable to the remaining term (as measured from the date of redemption assuming such Exchange Notes matured on the Par Call Date) (the “Remaining Life”) of the Exchange Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Exchange Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if we obtain fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Par Call Date” means January 15, 2030 (three months prior to the maturity date of the Exchange Notes).

“Reference Treasury Dealers” means each of BofA Securities, Inc. and J.P. Morgan Securities LLC and their respective successors, and any other primary Treasury dealer we select. If any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, we must substitute another primary Treasury dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date: (a) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month), or (b) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day preceding the date fixed for redemption.

We will mail a notice of redemption to each holder of Exchange Notes to be redeemed by first-class mail or delivered electronically (in the case of book-entry) at least 30 and not more than 60 days prior to the date fixed for redemption. Any notice to holders of Exchange Notes of such a redemption shall include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an officer’s certificate delivered to the trustee no later than one business day prior to the redemption date. Unless we default on payment of the redemption price, as of the redemption date, interest will cease to accrue on the Exchange Notes or portions thereof called for redemption. If fewer than all of the Exchange Notes are to be redeemed, the trustee will select, at least 30 days and not more than 60 days prior to the redemption date, the particular Exchange Notes or portions thereof for redemption from the outstanding Exchange Notes not previously redeemed (i) if the Exchange Notes are listed on any securities exchange, in accordance with the requirements of such exchange, or (ii) if the Exchange Notes are not so listed, by such method as the trustee deems fair and appropriate in accordance with DTC procedures. Exchange Notes of $2,000 principal amount or less will not be redeemed in part.

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Change of Control

Upon the occurrence of a Change of Control Triggering Event, unless we have exercised our right to redeem the Exchange Notes as described above under “—Optional Redemption,” the Indenture provides that each holder of Exchange Notes will have the right to require us to purchase all or a portion of such holder’s Exchange Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of Exchange Notes on the relevant record date to receive interest due on the relevant interest payment date.

Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control, we are required to send, electronically or by first class mail, a notice to each holder of Exchange Notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Exchange Notes electing to have Exchange Notes purchased pursuant to a Change of Control Offer will be required to surrender their Exchange Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Exchange Note completed, to the paying agent at the address specified in the notice, or transfer their Exchange Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all Exchange Notes properly tendered and not withdrawn under its offer.

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our and our subsidiaries’ assets, taken as a whole, to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than us or one of our subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or any other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3) Advance Auto Parts consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Advance Auto Parts, in any such event pursuant to a transaction in which any of our outstanding Voting Stock (or any other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed) or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock (or any other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed) outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

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(4) the first day on which the majority of the members of our board of directors ceases to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of Advance Auto Parts.

“Change of Control Triggering Event” means the Notes cease to be rated Investment Grade by each of the Rating Agencies on any date during the Trigger Period. If a Rating Agency is not providing a rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated Investment Grade, as applicable, by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually occurred.

“Continuing Director” means, as of any date of determination, any member of our board of directors that:

(1) will be a member of such board of directors on the effective date of the Indenture; or

(2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Rating Agency” means each of Moody’s and S&P; provided that if either Moody’s or S&P ceases to provide rating services to companies or investors, we may appoint a replacement for such Rating Agency.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.

“Trigger Period” means the period commencing 60 days prior to the first public announcement by us of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change).

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

The change of control feature of the Exchange Notes may in certain circumstances make it more difficult to consummate or discourage a sale or takeover of us and, thus, the removal of incumbent management. We could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Exchange Notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings on the Exchange Notes.

Certain Covenants

Limitation on Liens

The Indenture provides that we will not, and will not permit any of our subsidiaries to, create, incur, issue, assume or guarantee any debt secured by a Lien (other than Permitted Liens) upon any property or assets (other

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than deposit accounts, inventory, accounts receivable or the proceeds thereof), without making effective provision to secure all of the Exchange Notes, equally and ratably with any and all other debt secured thereby, so long as any of such other debt shall be so secured.

Limitation on Sale and Leaseback Transactions

The Indenture provides that we will not, and will not permit any subsidiary to, enter into any arrangement with any person providing for the leasing by us or any subsidiary of any property or assets that has been or is to be sold or transferred by us or such subsidiary to such person, with the intention of taking back a lease of such property or assets (a “Sale and Leaseback Transaction”) unless either:

(1) within 12 months after the receipt of the proceeds of the sale or transfer, we or any subsidiary apply an amount equal to the greater of the net proceeds of the sale or transfer or the fair value of such property or assets (as determined in good faith by our board of directors as of any date within 90 days prior to the date of such sale or transfer) to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt; or

(2) we or such subsidiary would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Lien on such property or assets in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without equally and ratably securing the Exchange Notes pursuant to the covenant described under “—Limitation on Liens.”

The foregoing restriction in the paragraph above will not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals; (ii) between us and a subsidiary or between subsidiaries; provided that the lessor is us or a wholly-owned subsidiary, or (iii) entered into within 270 days after the later of the acquisition or completion of construction of the subject property or assets.

Merger, Consolidation or Sale of Assets

The Indenture provides that we shall not merge, consolidate or amalgamate with or into any other person (other than a merger of a wholly-owned subsidiary into Advance Auto Parts) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of our property in any one transaction or series of related transactions unless:

(1) Advance Auto Parts shall be the surviving person or the surviving person (if other than Advance Auto Parts) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

(2) the surviving person (if other than Advance Auto Parts) expressly assumes, by supplemental indenture in form satisfactory to the trustee, executed and delivered to the trustee by such surviving person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Exchange Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture and, if applicable, the registration rights agreement to be performed by us;

(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no default or event of default shall have occurred and be continuing; and

(4) we shall deliver, or cause to be delivered, to the trustee, an officer’s certificate and an opinion of counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent in the Indenture relating to such transaction have been complied with.

For the purposes of this covenant, the sale, transfer, assignment, lease, conveyance or other disposition of all the property of one or more of our subsidiaries, which property, if held by us instead of such subsidiaries, would

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constitute all or substantially all of our property on a consolidated basis, shall be deemed to be the transfer of all or substantially all of our property.

The Indenture provides that, unless the subsidiary guarantee of the applicable subsidiary guarantor is permitted to be released in connection with such transaction as described above under “—Subsidiary Guarantees,” such subsidiary guarantor shall not merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its property in any one transaction or series of related transactions unless:

(1) such subsidiary guarantor shall be the surviving person or the surviving person (if other than such subsidiary guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

(2) the surviving person (if other than such subsidiary guarantor) expressly assumes, by supplemental indenture in form satisfactory to the trustee, executed and delivered to the trustee by such surviving person, such subsidiary guarantor’s guarantee of the due and punctual payment of the principal of, and premium, if any, and interest on, all the Exchange Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture and, if applicable, the registration rights agreement to be performed by such subsidiary guarantor;

(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no default or event of default shall have occurred and be continuing; and

(4) we shall deliver, or cause to be delivered, to the trustee, an officer’s certificate and an opinion of counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent in the Indenture relating to such transaction have been complied with.

Certain Definitions

The following terms used in “—Covenants” are defined as follows. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by us) of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at our option, be extended).

“Consolidated Net Tangible Assets” means the aggregate amount of our assets (less applicable reserves and other properly deductible items) and our consolidated subsidiaries’ assets after deducting therefrom (a) all current liabilities (excluding the sum of any debt for money borrowed having a maturity of less than twelve months from the date of our most recent consolidated balance sheet but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower and, without duplication, any current installments thereof payable within such twelve month period) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on our most recent consolidated balance sheet and computed in accordance with GAAP.

“Funded Debt” means debt which matures more than one year from the date of creation, or which is extendable or renewable at the sole option of the obligor so that it may become payable more than one year from such date or which is classified, in accordance with United States generally accepted accounting principles, as long-term debt on the consolidated balance sheet for the most-recently ended fiscal quarter (or if incurred

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subsequent to the date of such balance sheet, would have been so classified) of the person for which the determination is being made. Funded Debt does not include (1) obligations created pursuant to leases, (2) any debt or portion thereof maturing by its terms within one year from the time of any computation of the amount of outstanding Funded Debt unless such debt shall be extendable or renewable at the sole option of the obligor in such manner that it may become payable more than one year from such time, or (3) any debt for which money in the amount necessary for the payment or redemption of such debt is deposited in trust either at or before the maturity date thereof.

“Lien” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, encumbrance or other security arrangement of any kind or nature on or with respect to such property or assets.

“Permitted Liens” means:

(1) Liens (other than Liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), for taxes, assessments or governmental charges or levies not yet subject to penalties for non-timely payment or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property or assets subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(2) statutory Liens of landlords and Liens of mechanics, materialmen, warehousemen, carriers and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that any such Liens which are material secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

(3) Liens (other than Liens created or imposed under ERISA) incurred or deposits made by us and our subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, laws or regulations, or to secure the performance of tenders, statutory obligations, bids, leases, trade or government contracts, surety, indemnification, appeal, performance and return-of-money bonds, letters of credit, bankers acceptances and other similar obligations (exclusive of obligations for the payment of borrowed money), or as security for customs or import duties and related amounts;

(4) Liens in connection with attachments or judgments (including judgment or appeal bonds), provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

(5) Liens securing indebtedness (including capital leases) incurred to finance the purchase price or cost of construction of property or assets (or additions, repairs, alterations or improvements thereto), provided that such Liens and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof;

(6) Liens securing industrial revenue bonds, pollution control bonds or similar types of tax-exempt bonds;

(7) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license;

(8) encumbrances, covenants, conditions, restrictions, easements, reservations and rights of way or zoning, building code or other restrictions, (including defects or irregularities in title and similar encumbrances) as to the use of real property, or Liens incidental to conduct of the business or to the ownership of our or our subsidiaries’ properties not securing debt that do not in the aggregate

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materially impair the use of said properties in the operation of our business, including our subsidiaries, taken as a whole;

(9) leases, licenses, subleases or sublicenses granted to others not interfering in any material respect with our business, including our subsidiaries, taken as a whole;

(10) Liens on property or assets at the time such property or assets is acquired by us or any of our subsidiaries;

(11) Liens on property or assets of any person at the time such person becomes one of our subsidiaries;

(12) Liens on receivables from customers sold to third parties pursuant to credit arrangements in the ordinary course of business;

(13) Liens existing on the date of the Indenture or any extensions, amendments, renewals, refinancings, replacements or other modifications thereto;

(14) Liens on any property or assets created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property or assets, whether directly or indirectly, by way of share disposition or otherwise;

(15) Liens securing debt of one of our subsidiaries owed to us or to another one of our subsidiaries;

(16) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments;

(17) Liens to secure debt of joint ventures in which we or any of our subsidiaries has an interest, to the extent such Liens are on property or assets of, or equity interests in, such joint ventures;

(18) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;

(19) Liens arising from financing statement filings regarding operating leases;

(20) Liens in favor of customs and revenue authorities to secure custom duties in connection with the importation of goods;

(21) Liens securing the financing of insurance premiums payable on insurance policies; provided, that, such Liens shall only encumber unearned premiums with respect to such insurance, interests in any state guarantee fund relating to such insurance and subject and subordinate to the rights and interests of any loss payee, loss payments which shall reduce such unearned premiums;

(22) Liens securing cash management obligations (that do not constitute indebtedness) in the ordinary course of business;

(23) Liens on any property or assets of our foreign subsidiaries securing debt of such subsidiaries (but not of our or any of our domestic subsidiaries’ debt);

(24) Liens securing indebtedness in an aggregate principal amount at any time outstanding not exceeding $250.0 million in respect of any arrangement under which we or any subsidiary transfers, once or on a revolving basis, without recourse (except for indemnities and representations customary for securitization transactions and except for the retention of risk in an amount and form required by applicable laws and regulations or as is customary for a similar type of transaction) involving one or more “true sale” transactions, accounts receivable or interests therein and related assets customarily transferred in connection with securitization transactions (a) to a trust, partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or successor transferee of Indebtedness or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (b) directly to one or more investors or other purchasers; and

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(25) other Liens on our property or assets and the property or assets of our subsidiaries securing debt in an aggregate principal amount (together with the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions entered into in reliance on this clause) not to exceed, as of any date of incurrence of such debt pursuant to this clause and after giving effect to such incurrence and the application of the proceeds therefrom, the greater of (1) $375.0 million and (2) 15% of our Consolidated Net Tangible Assets.

“Senior Funded Debt” means all Funded Debt of ours or our subsidiaries (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

Events of Default

Each of the following constitutes an event of default with respect to the Exchange Notes:

(1) a default in payment of the principal amount or redemption price with respect to any Exchange Note when such amount becomes due and payable;

(2) our failure to pay interest on any Exchange Note within 30 days of when such amount becomes due and payable;

(3) our failure to comply with any of our covenants or agreements in the Indenture or the Exchange Notes (other than a failure that is subject to the foregoing clause (1) or (2)) and our failure to cure (or obtain a waiver of) such default and such failure continues for 60 days after written notice is given to us as provided below;

(4) a default under any debt for money borrowed by us or any subsidiary that results in acceleration of the maturity of such debt, or failure to pay any such debt within any applicable grace period after final stated maturity, in an aggregate amount greater than $25.0 million at any time that any Existing Notes remain outstanding, or $75.0 million at any time that no Existing Notes remain outstanding, or its foreign currency equivalent at the time without such debt having been discharged or acceleration having been rescinded or annulled within 10 days after receipt by us of notice of the default by the trustee or holders of not less than 25% in aggregate principal amount of the Notes then outstanding (the “cross acceleration provision”);

(5) certain events of bankruptcy, insolvency or reorganization affecting us, any subsidiary guarantor or any subsidiary that would be a significant subsidiary of Advance Auto Parts within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (a “Significant Subsidiary”) (the “bankruptcy provisions”); and

(6) except as permitted by the Indenture, any subsidiary guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any subsidiary guarantor, or any person acting on its behalf, shall deny or disaffirm its obligation under the subsidiary guarantee.

A default under clause (3) is not an event of default until the trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding notify us of the default and we do not cure such default within the time specified after receipt of such notice. Such notice must specify the default, demand that it be remedied and state that such notice is a “Notice of Default.”

We will deliver to the trustee, within 30 days after the occurrence thereof, written notice in the form of an officer’s certificate of any event that with the giving of notice or the lapse of time or both would become an event of default, its status and what action we are taking or propose to take with respect thereto.

If an event of default (other than an event of default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to us or any subsidiary guarantor) shall have occurred and be

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continuing, the trustee or the registered holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare, by notice to us in writing (and to the trustee, if given by holders of such Notes) specifying the event of default, to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an event of default resulting from certain events of bankruptcy, insolvency or reorganization with respect to us or any subsidiary guarantor shall occur, such amount with respect to all the Notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the registered holders of a majority in aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration and waive such event of default if all events of default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the Indenture.

Subject to the provisions of the Indenture relating to the duties of the trustee, in case an event of default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of the Notes, unless such holders shall have offered to the trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Notes.

No holder of Notes will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

(1) such holder has previously given to the trustee written notice of a continuing event of default,

(2) the registered holders of at least 25% in aggregate principal amount of the Notes then outstanding have made a written request and offered indemnity or security to the trustee reasonably satisfactory to it to institute such proceeding as trustee, and

(3) the trustee shall not have received from the registered holders of a majority in aggregate principal amount of the Notes then outstanding a written direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

The Indenture provides that, if a default with respect to the Notes occurs and is continuing and is known to the trustee, the trustee must mail to each holder of Notes notice of the default within 90 days after it occurs. The trustee may withhold the notice if and so long as it in good faith determines that withholding notice is in the interest of the holders of the Notes.

The Indenture requires us to furnish to the trustee, within 120 days after the end of each fiscal year, a written statement of an officer regarding compliance with the Indenture. Within 30 days after the occurrence of any default or event of default, we are required to deliver to the trustee written notice in the form of an officer’s certificate a statement specifying its status and what actions we are taking or propose to take with respect thereto.

Modification and Waiver

Modifications and amendments of the Indenture as it relates to the Exchange Notes may be made by us, the subsidiary guarantors and the trustee with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Exchange Notes affected by such modification or amendment.

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No such modification or amendment may, without the consent of the holder of each outstanding Exchange Note affected thereby:

• reduce the percentage of principal amount of Exchange Notes the holders of which must consent to an amendment, modification, supplement or waiver;

• reduce the rate of or extend the time of payment for interest on any Exchange Note;

• reduce the principal amount or extend the stated maturity of any Exchange Note;

• reduce the redemption price of any Exchange Note or add redemption provisions to any Exchange Note;

• make any Exchange Note payable in money other than that stated in the Indenture or the Exchange Note;

• other than in accordance with the provisions of the Indenture, eliminate any existing subsidiary guarantee of the Exchange Notes;

• impair the right to receive, and to institute suit for the enforcement of, any payment with respect to the Exchange Notes; or

• make any change to the amendment and waiver provisions of the Exchange Notes.

Without the consent of any holder, we, the subsidiary guarantors and the trustee may amend the Indenture to, among other things, cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor of our or any subsidiary guarantor’s obligations under the Indenture as permitted thereunder, to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture, to add guarantees with respect to the Exchange Notes or to make any other change that does not adversely affect the rights of any holder in any material respect.

The holders of at least a majority in principal amount of the outstanding Notes affected may waive compliance by us with certain restrictive provisions of the Indenture. The holders of at least a majority in principal amount of the outstanding Notes may waive any past default under the Indenture, except a default in the payment of principal or interest and certain covenants and provisions of the Indenture which cannot be amended without the consent of the holder of each outstanding Note.

Defeasance

We may terminate at any time all our obligations with respect to the Notes, which we refer to as “legal defeasance,” except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. We may also terminate at any time our obligations with respect to the Notes under the covenants described under “—Change of Control,” “—Certain Covenants” and “—SEC Reports,” and the operation of the cross acceleration provision and the bankruptcy provisions with respect to Significant Subsidiaries and subsidiary guarantors, which we refer to as “covenant defeasance.” We may exercise the legal defeasance option notwithstanding our prior exercise of the covenant defeasance option.

If we exercise our legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an event of default with respect thereto. If we exercise the covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an event of default specified in clause (3) (with respect to the covenants described under “—Change of Control,” “—Certain Covenants” or “—SEC Reports”). If we exercise our legal defeasance option or our covenant defeasance option, each subsidiary guarantor will be released from its obligations with respect to its subsidiary guarantee.

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The legal defeasance option or the covenant defeasance option with respect to the Notes may be exercised only if:

(1) we irrevocably deposit in trust with the trustee money or U.S. Government obligations or a combination thereof for the payment of principal of and interest on the Notes to maturity;

(2) we deliver to the trustee a certificate from a nationally recognized firm of independent registered public accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity;

(3) 123 days pass after the deposit is made and during the 123-day period no default described in clause (5) under “—Events of Default” occurs with respect to us or any other person making such deposit which is continuing at the end of the period;

(4) no default or event of default has occurred and is continuing on the date of such deposit (other than, if applicable, a default or event of default with respect to the Notes resulting from the borrowing of funds to be applied to such deposits);

(5) such deposit does not constitute a default under any other agreement or instrument binding us;

(6) we deliver to the trustee an opinion of counsel to the effect that the trust resulting from the deposit does not require registration under the Investment Company Act of 1940, as amended;

(7) in the case of the legal defeasance option, we deliver to the trustee an opinion of counsel stating that (i) we have received from the IRS a ruling, or (ii) since the date of the Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred;

(8) in the case of the covenant defeasance option, we deliver to the trustee an opinion of counsel to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and

(9) we deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes have been complied with as required by the Indenture.

Discharge of the Indenture

When (i) we deliver to the trustee all outstanding Notes (other than Notes replaced because of mutilation, loss, destruction or wrongful taking) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption as described above, and we irrevocably deposit with the trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon, and if in either case we pay all other sums related to the Notes payable under the Indenture by us, then the Indenture shall, subject to certain surviving provisions, cease to be of further effect. The trustee shall acknowledge satisfaction and discharge of the Indenture with respect to the Notes on our demand accompanied by an officer’s certificate and an opinion of counsel.

Regarding the Trustee

The Indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an event of default, the

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trustee will exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The Indenture and provisions of the Trust Indenture Act that are incorporated by reference therein contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the Indenture or in the Trust Indenture Act), it must eliminate such conflict or resign.

Governing Law

The Indenture, the Exchange Notes and the subsidiary guarantees will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

SEC Reports

Notwithstanding that we may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we will file with the SEC and provide the trustee and holders of Exchange Notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a registrant that is a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that we will not be so obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings.

Book-Entry, Delivery and Form

Certain Book-Entry Procedures for the Global Exchange Notes

The Exchange Notes will be represented by one or more permanent global Exchange Notes in definitive, fully registered form without interest coupons (the “global notes”). The global notes will be deposited upon issuance with the trustee, as custodian for DTC, and registered in the name of DTC or its nominee.

Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the global notes through either DTC (in the United States) or Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) (in Europe), or Clearstream Banking, société anonyme (“Clearstream”) if they are participants of such systems, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Interests in the global notes will be held in minimum denominations of $2,000 and any integral multiple of $1,000 above that amount. Except as set forth below, the global Exchange Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time.

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DTC

DTC has advised us that it is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, as amended, and a “clearing agency” registered pursuant to Section 17A of the Exchange Act.

DTC holds securities for its participants (“DTC Participants”) and facilitates the clearance and settlement of securities transactions in deposited securities among DTC Participants through electronic book-entry changes to the accounts of DTC Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC Participants include securities brokers and dealers (including some or all of the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system also is available to other entities, such as Clearstream, Euroclear, banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a direct DTC Participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through direct DTC Participants or Indirect Participants in DTC.

Clearstream

Clearstream has advised us that it is a limited liability company organized under Luxembourg law. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical transfer and delivery of certificates.

Clearstream provides Clearstream Participants with services for safekeeping, administration, clearance and establishment of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is registered as a bank in Luxembourg and as such is subject to regulation by the Commission de Surveillance du Secteur Financier. Clearstream Participants are recognized financial institutions around the world, including securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Clearstream also is available to other institutions that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Distributions with respect to notes held beneficially through Clearstream will be credited to the cash accounts of Clearstream Participants in accordance with its rules and procedures to the extent received by the U.S. depositary for Clearstream.

Euroclear

Euroclear advised us that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical transfer and delivery of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

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The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law. These Terms and Conditions govern transfer of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of the Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants. Distributions with respect to Exchange Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with its rules and procedures to the extent received by the U.S. depositary for Euroclear.

Book-Entry Procedures

Pursuant to procedures established by DTC, upon issuance of the Exchange Notes represented by a global note in connection with the Exchange Offer, DTC will credit, on its book-entry registration and transfer system, the accounts of direct DTC Participants designated by the Exchange Agent with the applicable principal amount of the Exchange Notes exchanged for the Original Notes in the Exchange Offer. Ownership of beneficial interests in the global notes will be shown on, and the transfer of ownership interests in the global notes will be effected only through, records maintained by DTC (with respect to the interests of DTC Participants) and by DTC Participants and Indirect Participants (with respect to the interests of persons other than DTC Participants).

The laws of some jurisdictions may require that some purchasers of Exchange Notes take physical delivery of those Exchange Notes in definitive form. Accordingly, the ability to transfer beneficial interests in Exchange Notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of DTC Participants, who in turn act on behalf of persons who hold interests through such DTC Participants, the ability of a person holding a beneficial interest in a global note to pledge or transfer that interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of that interest, may be affected by the lack of a physical note in respect of that interest.

So long as DTC or its nominee is the registered owner of a global note, DTC or that nominee, as the case may be, will be considered the sole legal owner or holder of the Exchange Notes represented by that global note for all purposes of the Exchange Notes and the Indenture. Except as provided below, owners of beneficial interests in a global note (1) will not be entitled to have the Exchange Notes represented by that global note registered in their names, (2) will not receive or be entitled to receive physical delivery of certificated Exchange Notes, and (3) will not be considered the owners or holders of the Exchange Notes represented by that beneficial interest under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if that holder is not a DTC Participant or an Indirect Participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of Exchange Notes under the Indenture or that global note. We understand that under existing industry practice, in the event that we request any action of holders of Notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of that global note, is entitled to take, DTC would authorize the participants to take that action and the participants would authorize holders owning through those participants to take that action or would otherwise act upon the instruction of those holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to nor payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the Exchange Notes.

Beneficial interests in the global notes may not be exchanged for certificated notes. However, if DTC notifies us that it is unwilling or unable to be a depositary for the global notes or ceases to be a clearing agency or if we so elect (subject to DTC’s procedures) or if there is an event of default under the Exchange Notes, DTC will exchange the global notes for certificated Exchange Notes that it will distribute to its participants.

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In connection with any proposed exchange of global notes for Exchange Notes in definitive registered form, we or DTC will be required to provide or cause to be provided to the trustee all information necessary to allow the trustee to comply with any applicable tax reporting obligations, including, without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Payments with respect to the principal of and interest on a global note will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note under the Indenture. Under the terms of the Indenture, we and the trustee may treat the persons in whose names the Exchange Notes, including the global notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of those amounts to owners of beneficial interests in a global note. Payments by the DTC Participants and the Indirect Participants to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of the DTC Participants and Indirect Participants and not of DTC.

Secondary market trading between DTC Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Secondary market trading between Euroclear Participants or Clearstream Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and persons holding directly or indirectly through Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary. However, those cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines (Brussels time) of that system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Although we understand that DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time. None of Advance Auto Parts, any subsidiary guarantor, the trustee or any of their respective agents will have any responsibility or liability for the performance by DTC, Euroclear or Clearstream or their respective participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations.

Settlement and Payment

We will make payments in respect of the Exchange Notes represented by the global notes (including principal and interest) by wire transfer of immediately available funds to the accounts specified by the global note holder. We shall pay principal and interest on any Exchange Note in definitive registered form (without a coupon) by check mailed to the address of the person entitled thereto as it appears in the note register (or upon written notice from such person given at least 15 days before the payment date, by wire transfer in immediately available funds if such person is entitled to interest on an aggregate principal amount of Exchange Notes in excess of $2.0 million).

Because of time zone differences, the securities account of a Euroclear Participant or Clearstream Participant purchasing an interest in a global note from a DTC Participant will be credited, and any such

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crediting will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear Participant or Clearstream Participant to a DTC Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

None of Advance Auto Parts, any subsidiary guarantor, the trustee or any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global note, or for maintaining, supervising or reviewing any records.

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REGISTRATION RIGHTS

The following description of the Registration Rights Agreement is a summary and does not describe every aspect of the Registration Rights Agreement. This summary is subject to, and is qualified in its entirety by, reference to all of the provisions of the Registration Rights Agreement. We urge you to read the Registration Rights Agreement in its entirety because it, and not the following summary, will define your rights as a holder of Notes under that agreement. A copy of the Registration Rights Agreement was filed with the SEC and may also be obtained upon request at the address set forth under “Where You Can Find More Information.”

In connection with the issuance of the Original Notes, we entered into the Registration Rights Agreement, pursuant to which we and the subsidiary guarantors agreed that we would, at our expense, for the benefit of the holders of Original Notes, use our commercially reasonable efforts to (i) file, no later than 180 days after the Original Notes were issued, a registration statement on an appropriate registration form with respect to a registered offer to exchange the Original Notes (and related guarantees) for Exchange Notes (and new related guarantees), which will have terms substantially identical in all material respects to the Original Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions and Additional Interest (as defined below)) and (ii) cause the exchange offer registration statement to be declared effective under the Securities Act within 255 days after the Original Notes were issued. When the SEC declares the registration statement effective, we will promptly commence the Exchange Offer.

The Exchange Offer will remain open for 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is transmitted to the holders of Original Notes. For any Original Note surrendered to us pursuant to the Exchange Offer, the holder thereof will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. Interest on each Exchange Note will accrue (i) from the later of (A) the last interest payment date on which interest was paid on the Original Note surrendered in exchange therefor or (B) if the Original Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (ii) if no interest has been paid on such note, from April 16, 2020.

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the Exchange Notes and the related guarantees will be freely transferable by holders thereof (other than our affiliates) after the completion of the Exchange Offer without further registration under the Securities Act; provided, however, that each holder of Original Notes that participates in the Exchange Offer will be required to represent to us at the time of the consummation of the Exchange Offer: (i) that any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) that, at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the Exchange Notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of ours, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes and (v) if such holder is a broker-dealer (a “participating broker-dealer”), that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes. We agreed to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of Exchange Notes. Our consummation of the Exchange Offer is subject to certain conditions described in the Registration Rights Agreement, including, without limitation, our receipt of the representations from participating holders as described above and in the Registration Rights Agreement.

If (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, we are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within the registration

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period contemplated by the Registration Rights Agreement, (iii) in certain circumstances, certain holders of unregistered Exchange Notes so request or (iv) in the case of any holder of Original Notes that participates in the Exchange Offer, such holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act), then, in each case, we will, at our expense, use commercially reasonable efforts to (a) file a shelf registration statement as soon as practicable after the filing obligation arises covering resales of the Original Notes and use our commercially reasonable efforts to cause such shelf registration statement to be declared effective under the Securities Act within 270 days after the date, if any, on which we became obligated to file the shelf registration statement and (b) keep such shelf registration statement continuously effective until the earlier of (i) one year after the effective date of such shelf registration statement and (ii) such time as all of the Original Notes eligible to be sold under the shelf registration statement have been sold pursuant to the shelf registration statement or are freely tradeable pursuant to Rule 144(k) of the Securities Act and the applicable interpretations of the SEC. We will, in the event that a shelf registration statement is filed, provide to each holder whose Original Notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the Original Notes. A holder that sells Original Notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder, including certain indemnification rights and obligations. No holder will be entitled to be named as a selling security holder in the shelf registration statement or to use the prospectus forming a part thereof for resales of the Original Notes unless such holder has signed and returned to us a notice and questionnaire as distributed by us consenting to such holder’s inclusion in the shelf registration statement and related prospectus as a selling security holder and providing further information to us.

If:

(A) we have not exchanged Exchange Notes for all Original Notes validly tendered in accordance with the terms of the Exchange Offer within 365 days after the Original Notes were issued, and a shelf registration statement has not been declared effective under the Securities Act within 270 days after the date, if any, on which we became obligated to file the shelf registration statement pursuant to the Registration Rights Agreement; or

(B) if applicable, a shelf registration statement covering resales of the Original Notes has been declared effective and such shelf registration statement ceases to be effective at any time during the effectiveness period (subject to certain exceptions) (each such event referred to in clauses (A) and (B), a “Registration Default”),

then additional interest (“Additional Interest”) will accrue on the principal amount of the Original Notes at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, which rate will, after such 90-day period, increase to a maximum of 0.50% per annum thereafter (any such Additional Interest to be calculated by us) commencing on (x) the first day after the expiration of the registration period contemplated by the Registration Rights Agreement (in the case of clause (A) above) or (y) the day such shelf registration statement ceases to be effective (in the case of clause (B) above); provided, however, that, upon the exchange of Exchange Notes for all Original Notes tendered (in the case of clause (A) above) or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above) or if the Original Notes otherwise no longer constitute transfer restricted securities (as such term is defined in the Registration Rights Agreement), Additional Interest on such Original Notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.

Any amounts of Additional Interest due will be payable in cash on the same original interest payment dates as interest on the Notes is payable. All references to interest in the Indenture also refer to Additional Interest.

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Any Additional Interest will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to any holder of Notes with respect to any Registration Default.

The Exchange Notes will be accepted for clearance through DTC.

The Registration Rights Agreement provides that a holder of Notes agrees to be bound by the provisions of the Registration Rights Agreement whether or not the holder has signed the Registration Rights Agreement.

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PLAN OF DISTRIBUTION

Under existing interpretations of the staff of the SEC, set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the Exchange Notes would generally be freely tradable after the completion of the Exchange Offer without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, each holder of Original Notes who is an affiliate of ours or who intends to participate in the Exchange Offer for the purposes of distributing the Exchange Notes:

• will not be able to rely on the interpretations of the SEC staff;

• will not be entitled to participate in the Exchange Offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Exchange Notes, unless that sale or transfer is made pursuant to an exemption from those requirements.

Each holder of Original Notes that participates in the Exchange Offer will be required to represent to us at the time of consummation of the Exchange Offer that:

• it is not an affiliate of ours;

• it is not a broker-dealer tendering Original Notes acquired directly from us for its own account;

• the Exchange Notes to be received by it will be acquired in the ordinary course of its business; and

• it is not engaged and does not intend to engage in, and has no arrangement or understanding with any person, to participate in the distribution, within the meaning of the Securities Act, of the Exchange Notes.

In addition, in connection with any resales of the Exchange Notes, any broker-dealer that acquired Exchange Notes for its own account as a result of market-making or other trading activities (“exchanging broker-dealers”) may be deemed to be an “underwriter” within the meaning of the Securities Act and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Exchange Notes. The SEC has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes with the prospectus contained in the exchange offer registration statement. Under the Registration Rights Agreement, we will be required for a limited period to allow exchanging broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of Exchange Notes.

The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. In addition, the letter of transmittal states that if the exchange offeree is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were not acquired as a result of market-making activities or other trading activities, such broker-dealer will not be able to participate in the Exchange Offer.

We have not sought and do not intend to seek a no-action letter from the SEC with respect to the Exchange Offer, and there can be no assurance that the SEC staff would make a similar determination with respect to the Exchange Notes as it has in such no-action letters.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered Original Notes for Exchange Notes pursuant to the Exchange Offer, but does not purport to be a complete analysis of all the potential tax considerations relating to the Exchange Offer. This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated or proposed thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or different interpretations. We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks and certain other financial institutions, partnerships and other pass-through entities, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, holders subject to alternative minimum tax, tax-exempt organizations, tax deferred or other retirement accounts and persons holding the Exchange Notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, or the effects of any other U.S. federal tax laws, including the gift and estate tax, the alternative minimum tax and the Medicare tax.

The exchange of an Original Note for an Exchange Note pursuant to the Exchange Offer (described under “Exchange Offer”) will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you will not recognize any taxable gain or loss upon the receipt of an Exchange Note pursuant to the Exchange Offer, your holding period for an Exchange Note will include the holding period of the Original Note exchanged therefor, your adjusted tax basis in an Exchange Note will be the same as the adjusted tax basis in the Original Note immediately before such exchange, and all of the U.S. federal income tax considerations associated with owning an Original Note will continue to apply to the Exchange Note received in exchange therefor.

HOLDERS OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE EXCHANGE OFFER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

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LEGAL MATTERS

White & Case LLP will pass upon certain legal matters for us relating to the validity of the Exchange Notes offered hereby and New York, California and Texas law. Williams Mullen will pass upon certain matters of Massachusetts, North Carolina and Virginia law for us, and Brownstein Hyatt Farber Schreck, LLP will pass upon certain matters of Nevada law for us.

EXPERTS

The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, and the effectiveness of Advance Auto Parts, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedule and include an explanatory paragraph regarding our adoption of Accounting Standards Update 2016-02, Leases (Topic 842) and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting), which are incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from our website at www.AdvanceAutoParts.com or from the SEC’s website at www.sec.gov. The information on or accessed through our website is not incorporated by reference into and is not made a part of this prospectus.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC (other than those documents or the portions of those documents that are “furnished”):

• our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the SEC on February 18, 2020;

• our Quarterly Report on Form 10-Q for the sixteen weeks ended April 18, 2020, filed with the SEC on May 19, 2020; and

• our Current Reports on Form 8-K, filed with the SEC on March 4, 2020, March  20, 2020, April  13, 2020, April  17, 2020 and May 21, 2020.

All other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the securities that may be offered by this prospectus, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this registration statement from the date of the filing of such documents.

We make available free of charge through our website (www.AdvanceAutoParts.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and registration statements, and amendments thereto, filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this prospectus and does not constitute a part of this registration statement.

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Advance Auto Parts, Inc.

Offer to Exchange

Any and all of the outstanding 3.900% Notes due 2030

for registered 3.900% Notes due 2030

PROSPECTUS

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Delaware

Advance Auto Parts, Inc.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director or officer of such corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe was unlawful. A Delaware corporation may indemnify officers and directors against expenses (including attorneys’ fees) actually and reasonably incurred by the person in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. To the extent a present or former director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses, which such officer or director actually and reasonably incurred.

Section 145 of the DGCL also provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

Section 5.01 of our Amended and Restated By-Laws provides that we will indemnify our officers and directors for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by the DGCL.

Section 5.02 of our Amended and Restated By-Laws provides that we may purchase and maintain insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense asserted against or incurred by such person in or arising from that capacity, or arising out of his or her status as such, whether or not we would otherwise have the power or the obligation to indemnify the person against such liability or expense.

Section 5.03 of our Amended and Restated By-Laws provides that we will pay the expenses (including attorneys’ fees and expenses) incurred by a director or officer, or former director or officer, in defending, investigating, preparing to defend or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or claim against such director or officer, whether civil or criminal, in advance of the final disposition of such action, suit, proceeding or claim if we receive a request therefore and an undertaking by or on behalf of such director or officer to repay such amounts if it ultimately is determined that he or she is not entitled to indemnification by us.

In addition, we have entered into customary indemnity agreements with each of our directors and executive officers.

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There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Advance Patriot, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

The By-laws of Advance Patriot, Inc. (“Advance Patriot”) provide for indemnification and insurance of directors and officers in the same manner as the Amended and Restated By-Laws of Advance. See the discussion of applicable provisions of the Amended and Restated By-Laws of Advance above under “—Advance Auto Parts, Inc.”

Driverside, Inc.

See the discussion of the applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article IV of the Bylaws of Driverside, Inc. (“Driverside”) provides for indemnification of directors and officers in the same manner as the Amended and Restated By-Laws of Advance. See the discussion of applicable provisions of the Amended and Restated By-Laws of Advance above under “—Advance Auto Parts, Inc.”

GPI Technologies, LLC

Pursuant to Section 18-108 of the Delaware Limited Liability Company Act (“DLLCA”), a Delaware limited liability company is empowered to indemnify and hold harmless any member or manager or other person from and against all claims and demands whatsoever.

Section 7 of the Limited Liability Company Operating Agreement of GPI Technologies, LLC (“GPI Technologies”) provides that GPI Technologies will indemnify, save harmless and pay all judgments and claims against any member, manager or officer of GPI Technologies relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such person in connection with the business of GPI Technologies, attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission, including all such liabilities under federal and state securities laws as permitted by law.

Section 7 of the Limited Liability Company Operating Agreement of GPI Technologies also provides that GPI Technologies will indemnify, save harmless and pay all expenses, costs or liabilities of any member, manager or officer of GPI Technologies who, for the benefit of GPI Technologies, make any deposit, acquire any option, or make any other similar payment or assume any obligation in connection with any property proposed to be acquired by GPI Technologies and who suffer any financial loss as the result of such action.

Section 7 of the Limited Liability Company Operating Agreement of GPI Technologies also provides that GPI Technologies may purchase and maintain insurance on behalf of any member, manager or officer of GPI Technologies, or such other persons as the managers determine, against any liability which may be asserted against or expense which may be incurred by such person in connection with GPI Technologies’ activities.

Lee Holdings NC, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Section 6 of the By-Laws of Lee Holdings NC, Inc. (“Lee Holdings”) provides that each director and officer of Lee Holdings will be indemnified and held harmless by Lee Holdings, to the fullest extent authorized by the DGCL, against any expenses and liabilities that are incurred or paid by such person or on such person’s behalf in

II-2

connection with any proceeding, or any claim, issue or matter therein, which such person is, or is threatened to be made, a party to or participant in by reason of the fact that such person was or is an authorized representative of Lee Holdings, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of Lee Holdings and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

MotoLogic, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VII of the Bylaws of MotoLogic, Inc. (“MotoLogic”) provides that MotoLogic will indemnify any person who was or is an authorized representative of MotoLogic and who was or is a party, or is threatened to be made a party, to any proceeding, by reason of the fact that such person was or is an authorized representative of MotoLogic, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of MotoLogic and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful.

Article VII of the Bylaws of MotoLogic provides for insurance of directors and officers in the same manner as the Amended and Restated By-Laws of Advance. See the discussion of applicable provisions of the Amended and Restated By-Laws of Advance above under “—Advance Auto Parts, Inc.”

Western Auto of Puerto Rico, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VIII of the Bylaws of Western Auto of Puerto Rico, Inc. (“Western Auto of Puerto Rico”) provides that Western Auto of Puerto Rico will, to the fullest extent to which it is empowered to do so by the DGCL or any other applicable laws, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Western Auto of Puerto Rico, or is or was serving at the request of Western Auto of Puerto Rico as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Western Auto of St. Thomas, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VIII of the Bylaws of Western Auto of St. Thomas, Inc. provides for indemnification of directors and officers in the same manner as the Bylaws of Western Auto of Puerto Rico. See the discussion of applicable provisions of the Bylaws of Western Auto of Puerto Rico above under “—Western Auto of Puerto Rico, Inc.”

WORLDPAC Puerto Rico, LLC

See the discussion of applicable provisions of the DLLCA above under “—GPI Technologies, LLC.”

Section 15.3 of the Limited Liability Company Agreement of WORLDPAC Puerto Rico, LLC (“WORLDPAC Puerto Rico”) provides that WORLDPAC Puerto Rico will indemnify (i) its sole member, WORLDPAC, Inc., for any loss, damage or claim incurred by WORLDPAC, Inc. by any reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted on behalf of

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WORLDPAC Puerto Rico and (ii) any manager, member, affiliate of any manager or member, officer or director of WORLDPAC Puerto Rico for any loss, damage or claim incurred by such person by reason of any act or omission (whether or not constituting negligence) performed or omitted by such person in good faith on behalf of WORLDPAC Puerto Rico and in a manner reasonably believed to be within the scope of authority conferred on such person.

Section 15.6 of the Limited Liability Company Agreement of WORLDPAC Puerto Rico provides that WORLDPAC Puerto Rico may purchase and maintain insurance on behalf of any manager, member, affiliate of any manager or member, officer or director of WORLDPAC Puerto Rico against any liability that may be asserted against or expenses that may be incurred by any such person in connection with the activities of WORLDPAC Puerto Rico.

WORLDPAC, Inc.

See the discussion of applicable provisions of the DGCL above under “—Advance Auto Parts, Inc.”

Article VII of the Amended and Restated Bylaws of WORLDPAC, Inc. (“WORLDPAC”) provides that WORLDPAC may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of WORLDPAC, or is or was serving at the request of WORLDPAC as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of WORLDPAC and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Article VII of the Amended and Restated Bylaws of WORLDPAC also provides that WOLRDPAC may purchase and maintain insurance on behalf of any person who is or was a director or officer of WORLDPAC, or is or was serving at the request of WORLDPAC as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against and incurred by such person in any such capacity as such or arising out of her or her status as such.

California

Worldwide Auto Parts, Inc.

Under Section 317 of the California Corporations Code (the “CCC”), a California corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 317(c) of the CCC provides that a California corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or

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was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. No indemnification shall be made under Section 317(c) of the CCC for any of the following: (1) in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (2) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Section 317(d) of the CCC provides that to the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Except as provided in the paragraph above, any indemnification under Section 317 of the CCC shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth above, by any of the following: (1) a majority vote of a quorum consisting of directors who are not parties to such proceeding, (2) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (3) approval of the shareholders (Section 153 of the CCC), with the shares owned by the person to be indemnified not being entitled to vote thereon, or (4) the court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.

Article VI of the Amended and Restated Bylaws of Worldwide Auto Parts, Inc. (“Worldwide Auto Parts”) provides that Worldwide Auto Parts will indemnify any person who was or is a party, or threatened to be made a party, to any proceeding (other than an action by or in the right of Worldwide Auto Parts to procure a judgment in its favor) by reason of the fact that such person is or was an agent (as used in this paragraph and below, agent means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of Worldwide Auto Parts or of another enterprise at the request of such predecessor corporation) of Worldwide Auto Parts, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of Worldwide Auto Parts and, in the case of a criminal proceeding, had no reasonable cause to believe the action was unlawful. Worldwide Auto Parts will also indemnify any agent of Worldwide Auto Parts against expenses actually and reasonably incurred in connection with any such proceeding, to the extent such person was successful on the merits in defense of any proceeding mentioned above or in defense of any claim, issue or matter therein.

Article VI of the Amended and Restated Bylaws of Worldwide Auto Parts also provides that Worldwide Auto Parts may purchase and maintain insurance on behalf of any agent of Worldwide Auto Parts against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not Worldwide Auto Parts would have the power to indemnify the agent against that liability under the Amended and Restated Bylaws of Worldwide Auto Parts.

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Massachusetts

Autopart International, Inc.

Section 2.02 of the Massachusetts Business Corporation Act (the “MBCA”) provides that a Massachusetts corporation may include a provision in its articles of organization eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; but the provision will not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper distributions (under section 6.40 of the MBCA) or (iv) for any transaction from which the director derived an improper personal benefit.

Section 8.51 of the MBCA provides that a Massachusetts corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if he conducted himself in good faith, and he either reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation, or, in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred if he engaged in conduct for which he will not be liable under a provision in the articles of organization eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director, provided that such provision will not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper distributions (under section 6.40 of the MBCA), or (iv) for any transaction from which the director derived an improper personal benefit. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct. Unless ordered by a court, a corporation may not indemnify a director if his conduct did not satisfy the relevant standard.

A director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interests of the corporation.

Section 8.52 of the MBCA provides that a Massachusetts corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

Section 8.56 of the MBCA provides that a Massachusetts corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (i) to the same extent as a director, and (ii) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Clause (ii) of the preceding sentence will apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.

A Massachusetts corporation must indemnify an officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

Section 8.57 of the MBCA provides that a Massachusetts corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the

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corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to him against the same liability.

Article VII of the By-Laws of Autopart International, Inc. (“Autopart International”) provides that Autopart International will indemnify each director or officer of Autopart International or of any other corporation, a majority of the stock of which is owned by Autopart International, against all costs and expenses reasonably incurred by or imposed upon such person in connection with or arising out of any action, suit, or proceeding in which such person may be involved by reason of being or having been a director or officer, such expenses to include the cost of reasonable settlements (or other amounts paid by Autopart International itself) made with a view to curtailing costs of litigation. Autopart International will not indemnify any director or officer with respect to matters as to which such person is finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of his or her duties as such director or officer.

Nevada

Golden State Supply LLC

Nevada Revised Statutes (“NRS”) 86.371 provides that unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited liability company is individually liable for the debts or liabilities of the company.

NRS 86.411 provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. NRS 86.421 provides that a limited liability company may similarly indemnify any such person who was or is a party or is threatened to be made a party to any such action or suit by or in the right of the company to procure a judgment in its favor if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. However, such indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS 86.431 provides that to the extent that a manager, member, employee or agent of a limited liability company has been successful in defense of any action, suit or proceeding described in NRS 86.411 or 86.421, or in defense of any claim, issue or matter therein, the company must indemnify such person against expenses, including attorney’s fees, actually and reasonably incurred by such person in connection with the defense. Any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to the procedures of the paragraph below, may be made only as authorized in the specific case if indemnification is proper in the circumstances, as determined by the managers, if any, members or independent legal counsel, as applicable, as prescribed by NRS 86.431(2). NRS 86.441 states that the articles of organization, the operating agreement or a

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separate agreement may provide that the limited liability company must pay the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, as they are incurred and in advance of the final disposition of the action, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that the member or manager is not entitled to be indemnified.

NRS 86.451 provides that the indemnification or advancement of expenses discussed above (1) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement, vote of members or disinterested managers, if any, or otherwise, for an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement of expenses made pursuant to NRS 86.441, may not be made to or on behalf of any member or manager if a final adjudication establishes that the member’s or the manager’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (2) continues for a person who has ceased to be a member, manager, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. NRS 86.461 permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of any current or former member, manager, employee or agent of the company, or any person who is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses. However, no such financial arrangement made pursuant to NRS 86.461 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

The Operating Agreement of Golden State Supply LLC (“Golden State Supply”) provides that the member of Golden State Supply is not bound by or personally liable for the debts, obligations or liabilities of Golden State Supply, except as and to the extent that the member expressly agrees otherwise in writing. The Operating Agreement of Golden State Supply further provides that the member and managers of Golden State Supply will, to the fullest extent permitted under NRS Chapter 86 or other applicable law, be exculpated from and indemnified by Golden State Supply against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against such members, manager or Golden State Supply and all related costs of investigation) that in any way relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of Golden State Supply or its member or managers acting on its behalf. Members or the managers acting on behalf of the Company. Expenses incurred by the member or managers in defense or settlement of any claim that may be subject to a right of indemnification under the Operating Agreement may be advanced by Golden State Supply prior to the final disposition of the claim if, prior to such advancement the member or manager agrees in writing to repay the advancement to the extent it is ultimately determined that such member or manager is not entitled to be indemnified under the Operating Agreement. The right to indemnification and payment of expenses under the Operating Agreement as described above is not exclusive of any other right which a member or manager of Golden State Supply may have or acquire under law or equity, provision of the Operating Agreement, or otherwise.

New York

B.W.P. Distributors, Inc.

Section 402(b) of the New York Business Corporation Law (the “NYBCL”) provides that the certificate of incorporation of a New York corporation may contain a provision eliminating or limiting the personal liability of

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directors to the corporation or its stockholders for damages for any breach of duty in such capacity, provided that no such provision can eliminate or limit (i) the liability of a director if a judgment or other final adjudication adverse to such director establishes that the person’s acts or omissions were in bad faith, or involved intentional misconduct or a knowing violation of law, or that the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled or that the director’s acts violated Section 719 of the NYBCL or (ii) the liability of any director for any act or omission prior to the adoption of a provision authorized by Section 402(b) of the NYBCL.

Section 722(a) of the NYBCL provides that a New York corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a New York corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph will be made in respect of (i) a threatened action, or a pending action which is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 723(a) of the NYBCL provides that a person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 722 of the NYBCL will be entitled to indemnification as authorized in Section 722 of the NYBCL. Section 723(b) of the NYBCL provides that, except as provided in Section 723(a), any indemnification under Section 722 of the NYBCL or otherwise permitted by Section 721 of the NYBCL, unless ordered by a court under Section 724 of the NYBCL, will be made by the corporation, only if authorized in the specific case: (i) by the board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 722 of the NYBCL or established pursuant to Section 721 of the NYBCL, as the case may be, or (ii) if a quorum under subparagraph (i) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs; (A) by the board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such director or officer, or (B) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in such sections.

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Section 723(c) of the NYBCL provides that expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount as, and to the extent, the person receiving such advancement or allowance is ultimately found not to be entitled to indemnification or exceed the indemnification to which he is entitled.

Section 724 of the NYBCL provides, among other things, that upon proper application by a director or officer, indemnification will be awarded by a court to the extent authorized under Sections 722 and 723(a) of the NYBCL.

Section 726(a) of the NYBC authorizes the purchase and maintenance of insurance to indemnify (i) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above sections, (ii) directors and officers in instances in which they may be indemnified by a corporation under such sections, and (iii) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.

North Carolina

General Parts Distribution LLC

Section 57D-3-31 of the North Carolina Limited Liability Company Act (the “NC LLC Act”) provides that a limited liability company will indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, a manager, or other company official if the person also is or was an interest owner at the time to which the claim relates, acting within the person’s scope of authority as a manager, member, or other company official against expenses incurred by the person in connection with the proceeding.

Section 57D-3-31 of the NC LLC Act further provides that a limited liability company will reimburse a person who is or was a member for any payment made and indemnify the person for any obligation, including any judgment, settlement, penalty, fine, or other cost, incurred or borne in the authorized conduct of the company’s business or preservation of the company’s business or property, whether acting in the capacity of a manager, member, or other company official if, in making the payment or incurring the obligation, the person complied with the duties and standards of conduct imposed by Section 57D-3-21 of the NC LLC Act, as modified or eliminated by the company’s operating agreement or otherwise imposed by the NC LLC Act or other applicable law.

Section 2.3 of the Operating Agreement of General Parts Distribution LLC (“General Parts Distribution”) provides that the members and managers of General Parts Distribution will be exculpated from and indemnified to the fullest extent permitted under applicable law by General Parts Distribution against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorney’s fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the members, the managers or General Parts Distribution and all costs of investigation in connection therewith) that in any way relates to or arises out of (or is alleged to relate to or arise out of) any action or inaction on the part of General Parts Distribution, the members or the managers acting on behalf of General Parts Distribution.

General Parts International, Inc.

Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act (“NCBCA”) permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or

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non-statutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director, officer, employee or agent of the corporation who was, is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative, because of the fact that such person was a director, officer, agent or employee of the corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director, officer, agent or employee (i) conducted himself in good faith, (ii) reasonably believed (a) that any action taken in his official capacity with the corporation was in the best interest of the corporation or (b) that in all other cases his conduct at least was not opposed to the corporation’s best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Whether a director has met the requisite standard of conduct for the type of indemnification set forth above is determined by the board of directors, a committee of directors, special legal counsel or the shareholders in accordance with Section 55-8-55. A corporation may not indemnify a director under the statutory scheme in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with a proceeding in which a director was adjudged liable on the basis of having received an improper personal benefit.

In addition to, and separate and apart from, the indemnification described above under the statutory scheme, Section 55-8-57 of the NCBCA permits a corporation to indemnify or agree to indemnify any of its directors, officers, employees or agents against liability and expenses (including attorney’s fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation.

Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was a party because he is or was a director or officer of the corporation against reasonable expenses incurred in connection with the proceeding. Unless prohibited by the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56. Section 55-8-57 of the NCBCA provides that a corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against certain liabilities incurred by such persons, whether or not the corporation is otherwise authorized by the NCBCA to indemnify such party.

Article VI of the Bylaws of General Parts International, Inc. (“General Parts International”) provides that, to the extent and upon the terms and conditions provided by the NCBCA, General Parts International will indemnify its officers and directors against liability and litigation expense, including reasonable attorneys’ fees, arising out of their status as such or their activities in any of the foregoing capacities (excluding, however, liability or litigation expense which any of the foregoing may incur on account of such person’s activities which were at the time taken, known or believed by such person to be clearly in conflict with the best interest of General Parts International), and such persons will be entitled to recover from General Parts International, and General Parts International will pay, all reasonable costs, expenses and attorneys’ fees in connection with the enforcement of rights to indemnification provided in the Bylaws of General Parts International.

Article VI of the Bylaws of General Parts International also provides that General Parts International may purchase and maintain insurance on behalf of any person who is or was a director or officer of General Parts International, or is or was serving at the request of General Parts International as a trustee or administrator under an employee benefit plan as a director or officer of another corporation, partnership, joint venture, company, trust or other enterprise or as a trustee or administrator under an employee benefit plan. Such insurance may provide

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coverage against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such.

General Parts, Inc.

See the discussion of applicable provisions of the NCBCA above under “—General Parts International, Inc.”

Article VI of the Amended and Restated Bylaws of General Parts, Inc. provides for indemnification of directors and officers in the same manner as the Bylaws of General Parts International. See the discussion of applicable provisions of the Bylaws of General Parts International above under “—General Parts International, Inc.”

Texas

Straus-Frank Enterprises LLC

The Texas Business Organizations Code (“TBOC”) governs Texas limited liability companies. Pursuant to Section 1.106 of the TBOC, the indemnification provisions set forth in the TBOC are applicable to most entities established in the state of Texas, including corporations, limited liability companies and limited partnerships. Under Section 8.002 of the TBOC, unless a Texas limited liability company adopts the general indemnification provisions of the TBOC, described below, those provisions are not applicable to a Texas limited liability company.

Section 8.051 of the TBOC provides that: (i) an enterprise will indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding; and (ii) a court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

Section 8.052 of the TBOC provides that: (i) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; (ii) Section 8.052 of the TBOC applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 of the TBOC or has been found liable: (x) to the enterprise or (y) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity; (iii) the indemnification ordered by the court under Section 8.052 of the TBOC is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable (x) to the enterprise or (y) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

Section 8.101 of the TBOC provides that: (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 of the TBOC if it is determined in accordance with Section 8.103 of the TBOC that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken

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or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

Section 8.102 of the TBOC provides that: (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

Section 8.105(b) of the TBOC provides that an enterprise will indemnify an officer to the same extent that indemnification is required under this chapter for a governing person.

Section 101.402 of the TBOC provides that a Texas limited liability company may indemnify a member, manager or officer of a limited liability company, pay in advance or reimburse expenses incurred by a member, manager or officer and establish and maintain insurance or another arrangement to indemnify or hold harmless a member, manager or officer.

Section 2.3 of the Amended and Restated Operating Agreement of Straus-Frank Enterprises LLC (“Straus-Frank Enterprises”) provides that (i) the members and managers of Straus-Frank Enterprises will be exculpated from and indemnified to the fullest extent permitted under applicable law by Straus-Frank Enterprises against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorney’s fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the members, the managers or Straus-Frank Enterprises and all costs of investigation in connection therewith) that in any way relates to or arises out of (or is alleged to relate to or arise out of) any action or inaction on the part of Straus-Frank Enterprises, the members or the managers acting on behalf of Straus-Frank Enterprises and (ii) expenses incurred by the members or the managers in defense or settlement of any claim that may be subject to a right of indemnification may be advanced by Straus-Frank Enterprises prior to final disposition; provided, that prior to such advancement the members or managers shall agree in writing to repay such advancement to the extent that it shall be determined ultimately that such members or managers are not entitled to be indemnified.

Virginia

AAP Financial Services, Inc.

Article 10 of the Virginia Stock Corporation Act (the “VSCA”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in

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the proceeding if he conducted himself in good faith and he believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, in all other cases, that his conduct was at least not opposed to the corporation’s best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Under the VSCA, a director’s conduct with respect to an employee benefit plan for a purpose he believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the above requirements. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described.

In addition, under the VSCA, unless ordered by a court pursuant to the VSCA, a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard, or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Unless limited by a corporation’s articles of incorporation, the VSCA states that a corporation will indemnify a director or officer who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The VSCA provides that a corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability.

Article VII of the Articles of Incorporation of AAP Financial Services, Inc. (“AAP Financial”) provides that AAP Financial will indemnify each director and officer who is or was a party to any proceeding (including a proceeding by or in the right of AAP Financial) against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with AAP Financial or otherwise by reason of the fact that he is or was such a director or officer or is or was serving at the request of AAP Financial as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except there will be no indemnification in relation to matters as to which he has been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such director or officer.

In addition, to the full extent permitted by the VSCA and any other applicable law, as they exist on the date thereof or may thereafter be amended, AAP Financial will indemnify a director or officer of AAP Financial who is or was a party to any proceeding (including a proceeding by or in the right of AAP Financial) by reason of the fact that he is or was such a director or officer or is or was serving at the request of AAP Financial as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Article VII of the Articles of Incorporation of AAP Financial also empowers AAP Financial to contract in advance to indemnify any director or officer to the extent indemnification is granted above. The board of directors of AAP Financial is also empowered to cause AAP Financial to indemnify or contract in advance to indemnify any other person not covered above who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of AAP Financial, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted above.

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Pursuant to Article VII of the Articles of Incorporation of AAP Financial, AAP Financial will advance, pay for and/or reimburse the reasonable expenses incurred by an officer or director who is a party to any proceeding in advance of the final disposition thereof if (i) the officer or director furnishes AAP Financial a written statement of his good faith belief that he has met the applicable standard of conduct described above and (ii) the officer or director furnishes AAP Financial a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. The undertaking required by clause (ii) above will be an unlimited general obligation of the officer or director but need not be secured and may be accepted without reference to financial ability to make repayment.

In addition, to the full extent, if any, that the VSCA, as it exists on the date thereof or may thereafter be amended, permits the limitation or elimination of the liability of directors, a director of AAP Financial will not be liable to AAP Financial or its stockholders for monetary damages arising out of a single transaction occurrence or course of conduct in excess of the amount of cash consideration received by the director from AAP Financial for services as a director during the 12 months immediately preceding the act or omission for which liability was imposed.

AAP Financial may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with such Article VII and may also procure insurance, in such amounts as its board of directors may determine, on behalf of any person who is or was a director, officer, employee or agent of AAP Financial , or is or was serving at the request of AAP Financial as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other ,enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not AAP Financial would have power to indemnify him against such liability under the provisions of its Articles of Incorporation.

Advance Auto Business Support, LLC

Under the Virginia Limited Liability Company Act (the “VA LLC Act”), subject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

The Articles of Organization of Advance Auto Business Support, LLC (“Advance Auto Business Support”) provide for the limitation of liability of members and managers in the same manner as the Articles of Organization of Advance Auto Innovations. See the discussion of applicable provisions of the Articles of Organization of Advance Auto Innovations above under “—Advance Auto Innovations, LLC.”

The Operating Statement of Advance Auto Business Support provides for indemnification and limitation of liability of members and managers in the same manner as the Operating Statement of Advance Auto Innovations. See the discussion of applicable provisions of the Operating Statement of Advance Auto Innovations above under “—Advance Auto Innovations, LLC.”

Advance Auto Innovations, LLC

See the discussion of applicable provisions of the VA LLC Act above under “—Advance Auto Business Support, LLC.”

Section 6 of the Articles of Organization of Advance Auto Innovations, LLC (“Advance Auto Innovations”) provides that to the fullest extent that the VA LLC Act permits the limitation or elimination of the liability of a member and manager, a member or manager of Advance Auto Innovations will not be liable to Advance Auto

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Innovations or its members for monetary damages. If elimination of the liability is not permitted, the limitation of liability is (i) $1.00 or the minimum amount allowed to be stated by the VA LLC Act if a specific dollar amount is required to be stated or (ii) the fullest extent of limitation set forth in the VA LLC Act if no specific dollar amount is required to be stated.

Advance Auto Innovations will indemnify an individual made a party to a proceeding because he is or was a member or manager of Advance Auto Innovations against liability if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with Advance Auto Innovations, that his conduct was in the best interest of the company; and in all other cases, that his conduct was at least not opposed to the best interests of the company, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Advance Auto Innovations may not indemnify (i) in connection with a proceeding by or in the right of Advance Auto Innovations in which the member or manager was adjudged liable to Advance Auto Innovations or (ii) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Article IV of the Operating Statement of Advance Auto Innovations provides that Advance Auto Innovations will indemnify the managers to the fullest extent permitted under the VA LLC Act, and such indemnification rights are not exclusive of any other rights to which the managers may be entitled. As long as a manager acts in good faith with respect to the conduct of the business and affairs of Advance Auto Innovations, no manager will be liable or accountable to Advance Auto Innovations or to any member, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which he may do or refrain from doing in connection with the business and affairs of Advance Auto Innovations, except for willful misconduct or gross negligence or breach of a fiduciary duty. The liability of a manager to Advance Auto Innovations or to any of the other members is limited to the maximum extent permissible under Section 13.1-1025 of the VA LLC Act.

Article V of the Operating Statement provides that Advance Auto Innovations will indemnify any person who was or is a party to any proceeding, including a proceeding brought by a member in the right of Advance Auto Innovations or brought by or on behalf of the members, by reason of the fact that such person is or was a manager of Advance Auto Innovations, or is or was serving at the request of Advance Auto Innovations as a manager, director, trustee, partner or other officer of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any and all liability and reasonable expenses (including reasonable attorneys’ fees) incurred by such person in connection with such proceeding unless he or she has engaged in willful misconduct or a knowing violation of the criminal law.

Advance e-Service Solutions, Inc.

See the discussion of applicable provisions of the VSCA above under “—AAP Financial Services, Inc.”

The Articles of Incorporation of Advance e-Service Solutions, Inc. (“e-Service”) provides for indemnification and limitation of liability of directors and officers in the same manner as the Articles of Incorporation of AAP Financial. See the discussion of applicable provisions of the Articles of Incorporation of AAP Financial above under “ —AAP Financial Services, Inc.”

Advance Stores Company, Incorporated

See the discussion of applicable provisions of the VSCA above under “—AAP Financial Services, Inc.”

Article 5(C) of the Articles of Incorporation of Advance Stores Company, Incorporated (“Advance Stores”), as amended, provides that Advance Stores may indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a stockholder in the right of Advance Stores or brought by or on behalf of

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stockholders of Advance Stores, by reason of the fact that he is or was a director or officer of Advance Stores, or (ii) any director or officer who is or was serving at the request of Advance Stores as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at Advance Stores’ request if his duties to Advance Stores also impose duties on, or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan.

Article 5(I) of the Articles of Incorporation of Advance Stores provides that Advance Stores may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with such Article and may also procure insurance in such amounts as the board of directors of Advance Stores may determine on behalf of any person who is or was a director, officer, employee, consultant, representative or agent of Advance Stores, or is or was serving at the request of Advance Stores as a director, officer, employee, consultant, representative or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not Advance Stores would have power to indemnify him against such liability under the provisions of such Article.

Article 5(B) of the Articles of Incorporation of Advance Stores provides that no director or officer of Advance Stores will be liable to Advance Stores or its stockholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of such Article, except that such Article will not exclude liability resulting from such person’s having engaged-in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.

Advance Trucking Corporation

See the discussion of applicable provisions of the VSCA above under “—AAP Financial Services, Inc.”

Article VII of the Articles of Incorporation of Advance Trucking Corporation (“Advance Trucking”) provides that Advance Trucking will indemnify each director and officer who is or was a party to any proceeding (including a proceeding by or in the right of Advance Trucking) against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with Advance Trucking or otherwise by reason of the fact that he is or was such a director or officer or is or was serving at the request of Advance Trucking as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except there will be no indemnification in relation to matters as to which he has been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such director or officer.

Article VII of the Articles of Incorporation of Advance Trucking also empowers Advance Trucking to contract in advance to indemnify any director or officer to the extent indemnification is granted above. The board of directors of Advance Trucking is also empowered to cause Advance Trucking to indemnify or contract in advance to indemnify any other person not covered above who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of Advance Trucking, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted above.

Pursuant to Article VII of the Articles of Incorporation of Advance Trucking, Advance Trucking will advance, pay for and/or reimburse the reasonable expenses incurred by an officer or director who is a party to any proceeding in advance of the final disposition thereof if (i) the officer or director furnishes Advance Trucking a written statement of his good faith belief that he has met the applicable standard of conduct described above and (ii) the officer or director furnishes Advance Trucking a written undertaking, executed personally or

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on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. The undertaking required by clause (ii) above will be an unlimited general obligation of the officer or director but need not be secured and may be accepted without reference to financial ability to make repayment.

In addition, to the full extent, if any, that the VSCA, as it exists on the date thereof or may thereafter be amended, permits the limitation or elimination of the liability of directors, a director of Advance Trucking will not be liable to Advance Trucking or its stockholders for monetary damages arising out of a single transaction occurrence or course of conduct in excess of the amount of cash consideration received by the director from Advance Trucking for services as a director during the 12 months immediately preceding the act or omission for which liability was imposed.

Advance Trucking may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with such Article VII and may also procure insurance, in such amounts as its board of directors may determine, on behalf of any person who is or was a director, officer, employee or agent of Advance Trucking , or is or was serving at the request of Advance Trucking as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other ,enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not Advance Trucking would have power to indemnify him against such liability under the provisions of its Articles of Incorporation.

Crossroads Global Trading Corp.

See the discussion of applicable provisions of the VSCA above under “—AAP Financial Services, Inc.”

The Articles of Incorporation of Crossroads Global Trading Corp. (“Crossroads Global”) provides for indemnification and limitation of liability of directors and officers in the same manner as the Articles of Incorporation of AAP Financial. See the discussion of applicable provisions of the Articles of Incorporation of AAP Financial above under “—AAP Financial Services, Inc.”

Discount Auto Parts, LLC

See the discussion of applicable provisions of the VA LLC Act above under “—Advance Auto Business Support, LLC.”

The Operating Agreement of Discount Auto Parts, LLC (“Discount Auto Parts”) provides for indemnification and limitation of liability of members and managers in the same manner as the Operating Statement of Advance Auto Innovations. See the discussion of applicable provisions of the Operating Statement of Advance Auto Innovations above under “—Advance Auto Innovations, LLC.”

E-Advance, LLC

See the discussion of applicable provisions of the VA LLC Act above under “—Advance Auto Business Support, LLC.”

The Articles of Organization of E-Advance, LLC (“E-Advance”) provide for the limitation of liability of members and managers in the same manner as the Articles of Organization of Advance Auto Innovations. See the discussion of applicable provisions of the Articles of Incorporation of Advance Auto Innovations above under “—Advance Auto Innovations, LLC.”

The Operating Statement of E-Advance provides for indemnification of members and managers in the same manner as the Operating Statement of Advance Auto Innovations. See the discussion of applicable provisions of the Operating Statement of Advance Auto Innovations above under “—Advance Auto Innovations, LLC.”

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We have indemnification agreements with our officers and directors that are intended to provide indemnification rights to the fullest extent permitted under applicable indemnification rights statutes in the State of Delaware and in addition to any other rights that the indemnitee may have under our certificate of incorporation, bylaws or applicable law.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number		Description
3.1	—	Restated Certificate of Incorporation of Advance Auto Parts, Inc., as amended (incorporated by reference to Exhibit  3.1 of the registrant’s current report on Form 10-Q filed on August 14, 2018 (File No. 001-16797)).
3.2	—	Amended and Restated By-Laws of Advance Auto Parts, Inc. (incorporated by reference to Exhibit 3.2 of the registrant’s quarterly report on Form 10-Q filed on May 22, 2018 (File No. 001-16797)).
3.3	—	Articles of Incorporation of AAP Financial Services, Inc.
3.4	—	Bylaws of AAP Financial Services, Inc.
3.5	—	Articles of Organization of Advance Auto Business Support, LLC.
3.6	—	Advance Auto Business Support, LLC Operating Statement.
3.7	—	Articles of Organization of Advance Auto Innovations, LLC.
3.8	—	Advance Auto Innovations, LLC Operating Statement.
3.9	—	Articles of Incorporation of Advance e-Service Solutions, Inc.
3.10	—	Bylaws of Advance e-Service Solutions, Inc.
3.11	—	Certificate of Incorporation of Advance Patriot, Inc.
3.12	—	By-Laws of Advance Patriot, Inc.
3.13	—	Restated Articles of Incorporation of Advance Stores Company, Incorporated.
3.14	—	Amended Bylaws of Advance Stores Company, Incorporated, as amended.
3.15	—	Articles of Incorporation of Advance Trucking Corporation.
3.16	—	Bylaws of Advance Trucking Corporation, as amended.
3.17	—	Articles of Organization of Autopart International, Inc., as amended.
3.18	—	By-Laws of Autopart International, Inc. (formerly Foreign Autopart, Inc.).
3.19	—	Certificate of Incorporation of B.W.P. Distributors, Inc. (formerly Stockel Auto Parts, Inc.), as amended.
3.20	—	By-Laws of B.W.P. Distributors, Inc. (formerly Stockel Auto Parts, Inc.).
3.21	—	Articles of Incorporation of Crossroads Global Trading Corp. (formerly Advance Auto Global Sourcing, Inc.), as amended.
3.22	—	Bylaws of Crossroads Global Trading Corp.
3.23	—	Articles of Organization of Discount Auto Parts, LLC.
3.24	—	Operating Agreement of Discount Auto Parts, LLC.

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Exhibit Number		Description
3.25	—	Fourth Amended and Restated Certificate of Incorporation of Driverside, Inc.
3.26	—	Bylaws of Driverside, Inc. (formerly Jomaja, Inc.).
3.27	—	Articles of Organization of E-Advance, LLC.
3.28	—	Operating Statement of E-Advance, LLC.
3.29	—	Articles of Organization of General Parts Distribution LLC.
3.30	—	Operating Agreement of General Parts Distribution LLC.
3.31	—	Restated Articles of Incorporation of General Parts International, Inc.
3.32	—	Bylaws of General Parts International, Inc.
3.33	—	Restated Articles of Incorporation of General Parts, Inc.
3.34	—	Amended and Restated Bylaws of General Parts, Inc.
3.35	—	Articles of Organization of Golden State Supply LLC.
3.36	—	Operating Agreement of Golden State Supply LLC.
3.37	—	Certificate of Formation of GPI Technologies, LLC (formerly CARQUEST Technologies, LLC), as amended.
3.38	—	Limited Liability Company Operating Agreement of GPI Technologies, LLC (formerly CARQUEST Technologies, LLC).
3.39	—	Certificate of Incorporation of Lee Holdings NC, Inc.
3.40	—	By-Laws of Lee Holdings NC, Inc.
3.41	—	Amended and Restated Certificate of Incorporation of MotoLogic, Inc.
3.42	—	Bylaws of MotoLogic, Inc.
3.43	—	Certificate of Formation of Straus-Frank Enterprises LLC.
3.44	—	Amended and Restated Operating Agreement of Straus-Frank Enterprises LLC.
3.45	—	Certificate of Incorporation of Western Auto of Puerto Rico, Inc.
3.46	—	Amended and Restated Bylaws of Western Auto of Puerto Rico, Inc.
3.47	—	Certificate of Incorporation of Western Auto of St. Thomas, Inc.
3.48	—	Amended and Restated Bylaws of Western Auto of St. Thomas, Inc.
3.49	—	Certificate of Formation of WORLDPAC Puerto Rico, LLC.
3.50	—	Limited Liability Company Agreement of WORLDPAC Puerto Rico, LLC.
3.51	—	Amended and Restated Certificate of Incorporation of WORLDPAC, Inc. (formerly Worldwide Parts and Accessories Corporation), as amended.
3.52	—	Amended and Restated Bylaws of WORLDPAC, Inc. (formerly Worldwide Parts and Accessories Corporation).
3.53	—	Articles of Incorporation of Worldwide Auto Parts, Inc.
3.54	—	Amended and Restated Bylaws of Worldwide Auto Parts, Inc.
4.1	—	Indenture, dated as of April  16, 2020, among Advance Auto Parts, Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K filed on April 17, 2020 (File No. 001-16797)).

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Exhibit Number		Description
4.2	—	Registration Rights Agreement, dated as of April  16, 2020, among Advance Auto Parts, Inc., each of the subsidiary guarantors party thereto, BofA Securities, Inc., SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 4.2 of the registrant’s current report on Form 8-K filed on April 17, 2020 (File No. 001-16797)).
5.1	—	Opinion of White & Case LLP, filed herewith.
5.2	—	Opinion of Williams Mullen, filed herewith.
5.3	—	Opinion of Brownstein Hyatt Farber Schreck, LLP, filed herewith.
21.1	—	Subsidiaries of Advance (incorporated herein by reference to Exhibit 21.1 of the registrant’s annual report on Form 10-K filed on February 18, 2020 (File No. 001-16797)).
23.1	—	Consent of White & Case LLP, included in Exhibit 5.1.
23.2	—	Consent of Williams Mullen, included in Exhibit 5.2.
23.3	—	Consent of Brownstein Hyatt Farber Schreck, LLP, included in Exhibit 5.3.
23.4	—	Consent of Deloitte & Touche LLP, filed herewith.
24.1	—	Powers of Attorney (incorporated by reference to the signature pages hereto).
25.1	—	Form T-1 statement of eligibility under the Trust Indenture Act of 1939 as amended of Wells Fargo Bank, National Association, as trustee for the Indenture, dated as of April 16, 2020, filed herewith.
99.1	—	Form of Letter of Transmittal, filed herewith.

Item 22. Undertakings.

(a) Each of the undersigned co-registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) each prospectus filed by the co-registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the co-registrants under the Securities Act to any purchaser in the initial distribution of the securities:

Each of the undersigned co-registrants undertakes that, in a primary offering of securities of the undersigned co-registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned co-registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned co-registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned co-registrants or used or referred to by the undersigned co-registrants;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned co-registrants or their securities provided by or on behalf of the undersigned co-registrants; and

(iv) any other communication that is an offer in the offering made by the undersigned co-registrants to the purchaser.

(b) Each of the undersigned co-registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Advance Auto Parts, Inc.’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Each of the undersigned co-registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) Each of the undersigned co-registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on June 12, 2020.

ADVANCE AUTO PARTS, INC.
By:	/s/ Thomas R. Greco
	Name: Thomas R. Greco
	Title: President and Chief Executive Officer and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Thomas R. Greco and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of this Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas R. Greco Thomas R. Greco	President and Chief Executive Officer and Director (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	June 12, 2020
/s/ Andrew E. Page Andrew E. Page	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	June 12, 2020
/s/ Eugene I. Lee, Jr. Eugene I. Lee, Jr.	Chairman and Director	June 12, 2020

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Signature	Title	Date
/s/ John F. Bergstrom John F. Bergstrom	Director	June 12, 2020
/s/ Brad W. Buss Brad W. Buss	Director	June 12, 2020
/s/ John F. Ferraro John F. Ferraro	Director	June 12, 2020
/s/ Nigel Travis Nigel Travis	Director	June 12, 2020
/s/ Douglas A. Pertz Douglas A. Pertz	Director	June 12, 2020
/s/ Jeffrey J. Jones II Jeffrey J. Jones II	Director	June 12, 2020
/s/ Sharon L. McCollam Sharon L. McCollam	Director	June 12, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

AAP FINANCIAL SERVICES, INC.
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: President, Chief Financial Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	June 12, 2020
/s/ Robert B. Cushing Robert B. Cushing	Executive Vice President and Director	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, and Corporate Secretary and Director	June 12, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

ADVANCE AUTO BUSINESS SUPPORT, LLC
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: President and Chief Financial Officer and Manager
By:	/s/ Thomas R. Greco
	Name: Thomas R. Greco
	Title: Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Thomas R. Greco and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	President, Chief Financial Officer, and Manager	June 12, 2020
/s/ Thomas R. Greco Thomas R. Greco	Manager	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary and Manager	June 12, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

ADVANCE AUTO INNOVATIONS, LLC
By:	/s/ Michael T. Broderick
	Name: Michael T. Broderick
	Title: President and Manager
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Treasurer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Michael T. Broderick and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	President and Manager (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Treasurer, and Manager (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Manager	June 12, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

ADVANCE E-SERVICE SOLUTIONS, INC.
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Robert B. Cushing and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	President and Director (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

ADVANCE PATRIOT, INC.
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: President, Treasurer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Shepherd as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	President, Treasurer, and Director (Principal Executive Officer, Principal Financial and Accounting Officer)	June 12, 2020
/s/ Michael T. Broderick Michael T. Broderick	Vice President and Director	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Vice President, Corporate Secretary, and Director	June 12, 2020

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

ADVANCE STORES COMPANY, INCORPORATED
By:	/s/ Thomas R. Greco
	Name: Thomas R. Greco
	Title: President, Chief Executive Officer, and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Thomas R. Greco and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas R. Greco Thomas R. Greco	President, Chief Executive Officer, and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

ADVANCE TRUCKING CORPORATION
By:	/s/ Reuben E. Slone
	Name: Reuben E. Slone
	Title: President, Chief Executive Officer, and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Reuben E. Slone and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Reuben E. Slone Reuben E. Slone	President, Chief Executive Officer and Director (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norton, State of Massachusetts, on June 12, 2020.

AUTOPART INTERNATIONAL, INC.
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: Chairman and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Thomas R. Greco and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	Chairman and Director	June 12, 2020
/s/ Michael C. Creedon, Jr. Michael C. Creedon, Jr.	Director	June 12, 2020
/s/ Thomas R. Greco Thomas R. Greco	Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

B.W.P. DISTRIBUTORS, INC.
By:	/s/ Michael C. Creedon, Jr.
	Name: Michael C. Creedon, Jr.
	Title: Chairman, President and Chief Executive Officer
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	Executive Vice President and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

CROSSROADS GLOBAL TRADING CORP.
By:	/s/ Michael T. Broderick
	Name: Michael T. Broderick
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, Treasurer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Michael T. Broderick and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	President and Director (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, Treasurer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

DISCOUNT AUTO PARTS, LLC
By:	/s/ Michael T. Broderick
	Name: Michael T. Broderick
	Title: Vice President and Manager
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Vice President, Treasurer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Michael T. Broderick and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Vice President, Treasurer, and Manager (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Vice President, General Counsel, Corporate Secretary and Manager	June 12, 2020
/s/ Michael T. Broderick Michael T. Broderick	Manager	June 12, 2020

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

DRIVERSIDE, INC.
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Robert B. Cushing and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	President and Director (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

E-ADVANCE, LLC
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: President and Manager
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Treasurer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Robert B. Cushing and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	President and Manager (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Treasurer, and Manager (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Manager	June 12, 2020

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

GENERAL PARTS DISTRIBUTION LLC
By:	/s/ Reuben E. Slone
	Name: Reuben E. Slone
	Title: President
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Reuben E. Slone and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	Executive Vice President and Manager	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Manager (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Manager	June 12, 2020

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

GENERAL PARTS INTERNATIONAL, INC.
By:	/s/ Thomas R. Greco
	Name: Thomas R. Greco
	Title: President, Chief Executive Officer, and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas R. Greco Thomas R. Greco	President, Chief Executive Officer, and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

GENERAL PARTS, INC.
By:	/s/ Thomas R. Greco
	Name: Thomas R. Greco
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas R. Greco Thomas R. Greco	President and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

GOLDEN STATE SUPPLY LLC
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	Executive Vice President and Manager	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Manager (Principal Financial and Accounting Officer and Interim Principal Executive Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Manager	June 12, 2020

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

GPI TECHNOLOGIES, LLC
By:	/s/ Herman L. Word, Jr.
	Name: Herman L. Word, Jr.
	Title: President
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	Executive Vice President and Manager	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Manager (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Manager	June 12, 2020

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

LEE HOLDINGS NC, INC.
By:	/s/ Michael T. Broderick
	Name: Michael T. Broderick
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	President and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

MOTOLOGIC, INC.
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Robert B. Cushing and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	President and Director (Principal Executive Officer)	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-44

SIGNATURES

Pursuant to the Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

STRAUS-FRANK ENTERPRISES LLC
By:	/s/ Michael T. Broderick
	Name: Michael T. Broderick
	Title: President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	President and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

WESTERN AUTO OF PUERTO RICO, INC.
By:	/s/ Michael T. Broderick
	Name: Michael T. Broderick
	Title: Executive Vice President and Director
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Michael T. Broderick and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Michael T. Broderick Michael T. Broderick	Executive Vice President and Director	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

WESTERN AUTO OF ST. THOMAS, INC.
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	Executive Vice President and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer and Interim Principal Executive Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

WORLDPAC PUERTO RICO, LLC
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: President, Chief Executive Officer, and Manager
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	President, Chief Executive Officer, and Manager	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Manager (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Manager	June 12, 2020

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

WORLDPAC, INC.
By:	/s/ Robert B. Cushing
	Name: Robert B. Cushing
	Title: President and Director

By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. Cushing Robert B. Cushing	President and Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020
/s/ Thomas R. Greco Thomas R. Greco	Director	June 12, 2020

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Virginia, on June 12, 2020.

WORLDWIDE AUTO PARTS, INC.
By:	/s/ Jeffrey W. Shepherd
	Name: Jeffrey W. Shepherd
	Title: Executive Vice President, Chief Financial Officer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Tammy M. Finley and Jeffrey W. Shepherd, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael T. Broderick Michael T. Broderick	Director	June 12, 2020
/s/ Jeffrey W. Shepherd Jeffrey W. Shepherd	Executive Vice President, Chief Financial Officer, and Director (Principal Financial and Accounting Officer and Interim Principal Executive Officer)	June 12, 2020
/s/ Tammy M. Finley Tammy M. Finley	Executive Vice President, General Counsel, Corporate Secretary, and Director	June 12, 2020

II-50

EX-3.3

Exhibit 3.3

Commonwealth of Virginia

STATE CORPORATION COMMISSION

Richmond, December 20, 2011

This is to certify that the certificate of incorporation of

AAP Financial Services, Inc.

was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business.

Effective date: December 20, 2011

State Corporation Commission

Attest:

        /s/ Joel H. Peck        

ARTICLES OF INCORPORATION

OF

AAP FINANCIAL SERVICES, INC.

I hereby act as incorporator of a stock corporation under the provisions of the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of Virginia of 1950, as amended, and I hereby declare and establish the following as the Articles of Incorporation of such corporation:

ARTICLE I. NAME

The name of the Corporation is AAP Financial Services, Inc.

ARTICLE II. PURPOSES AND POWERS

The Corporation shall have the power to carry on any business not prohibited by law or required to be stated in these articles.

ARTICLE III. CAPITAL STOCK

The aggregate number of shares of capital stock which the Corporation shall have authority to issue is as follows:

CLASS              NUMBER OF SHARES

Common                1,000

ARTICLE IV. REGISTERED OFFICE

The address of the initial registered office of the Corporation is 5008 Airport Road, Roanoke, Virginia 24012, located in the City of Roanoke, Virginia.

The initial registered agent of the Corporation is Sarah E. Powell, a resident of Virginia and a member of the Virginia State Bar, whose business address is the same as the registered office of the Corporation.

ARTICLE V, SHAREHOLDER ACTION WITHOUT MEETING

To the full extent permitted by and in accordance with the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, any action required or permitted by the Virginia Stock Corporation Act to be taken at a shareholders’ meeting may be taken pursuant to written consents, without a meeting and without prior notice, if the action is taken by the Corporation’s shareholders entitled to vote at a shareholders’ meeting and who have the voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all the shareholders entitled to vote thereon were present and voted.

ARTICLE VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

An amendment of the Corporation’s Articles of Incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all of the Corporation’s assets other than in the regular course of business and a plan of dissolution shall be approved by the vote of a majority of all the votes entitled to be cast on such transactions.

ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

A.    Each Director and Officer who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) shall be indemnified by the Corporation against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with the Corporation or otherwise by reason of the fact that he is or was such a Director or Officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except there shall be no indemnification in relation to matters as to which he shall have been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such Director or Officer.

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B.    In addition to the indemnification provided under Section A, to the full extent permitted by the Virginia Stock Corporation Act and any other applicable law, as they exist on the date hereof or may hereafter be amended, the Corporation shall indemnify a Director or Officer of the Corporation who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) by reason of the fact that he is or was such a Director or Officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

C.    The Corporation is empowered to contract in advance to indemnify any Director or Officer to the extent indemnification is granted under Sections A and B. The Board of Directors is also empowered to cause the Corporation to indemnify or contract in advance to indemnify any other person not covered by Sections A and B who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted under Sections A and B.

D.    The Corporation shall advance, pay for and/or reimburse the reasonable expenses incurred by an Officer or Director who is a party to any proceeding in advance of the final disposition thereof if (i) the Officer or Director furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Sections A and/or B above and (ii) the Officer or Director furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. The undertaking required by clause (ii) above shall be an unlimited general obligation of the Officer or Director but need not be secured and may be accepted without reference to financial ability to make repayment.

E.    The foregoing provisions are intended to provide indemnification with respect to those monetary damages of which the Virginia Stock Corporation Act permits the limitation or elimination of liability. In addition, to the full extent, if any, that the Virginia Stock Corporation Act, as it exists on the date hereof or may

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hereafter be amended, permits the limitation or elimination of the liability of directors, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages arising out of a single transaction occurrence or course of conduct in excess of the amount of cash consideration received by the Director from the Corporation for services as a director during the twelve months immediately preceding the act or omission for which liability was imposed.

F.    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other, enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

G.    The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

H.    Except to the extent inconsistent with this Article, terms used herein shall have the same meanings assigned them in the Indemnification Article of the Virginia Stock Corporation Act, as now in effect or hereafter amended. Without limitation, it is expressly understood that reference herein to Directors, Officers, employees or agents shall include former Directors, Officers, employees and agents and their respective heirs, executors and administrators.

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INCORPORATOR

/s/ Rachel E. Geirsbach        

Rachel E. Geirsbach, Esquire

Dated: December 16, 2011

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EX-3.4

Exhibit 3.4

BYLAWS

OF

AAP FINANCIAL SERVICES, INC.

ARTICLE I

Stockholders

The stockholders of the Company shall be those who appear on the books of the Company as holders of one or more shares of the capital stock, and the records of the Company shall be the only evidence as to who are the stockholders.

ARTICLE II

Meeting of the Stockholders

Section 1. The annual meeting of the stockholders of the Company shall be held in each calendar year on such date and at such time as shall be designated from time to time by the Board of Directors, at the office of the Company, unless otherwise stated in the notice of the meeting.

Section 2. Special meetings of the stockholders may be called by the Chief Executive Officer, the Board of Directors or the holders of not less than one-third of all of the shares entitled to vote at such meeting.

Section 3. Notices of meetings of the stockholders and waivers of such notices shall be given or accepted in accordance with the appropriate provisions of the Virginia Stock Corporation Act.

ARTICLE III

Board of Directors

Section 1. The business and affairs of the Company shall be managed by a Board of Directors subject to any requirement of stockholder action required by law. The Board of Directors shall be composed of at least one (1) and no more than five (5) members. This number may be changed at any time by a resolution adopted by the Board of Directors.

Section 2. The Directors shall be elected at each annual meeting of the stockholders.

Section 3. The Board of Directors shall hold its meetings at such time and place as it may designate, or in absence of designation by the Board of Directors, at such place as shall be designated in the notice, and a meeting may be called at any time by the President, or by any director. Reasonable notice of the time and place of each meeting of the directors shall be given to all directors. A majority of the qualified members shall constitute a quorum.

Section 4. The Directors may participate in meetings of the Board of Directors by, and such meetings may be conducted through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. Directors so participating are deemed to be present in person at the meeting and will be counted in determining whether a quorum is present.

ARTICLE IV

Officers

4.1 Election of Officers; Terms. The officers of the Company shall consist of a President, a Secretary and a Treasurer. Other officers, including one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and

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subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine.

The officers of the Company shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

ARTICLE V

Chairman

The Board of Directors may designate a Chairman to preside at the meetings of the Board of Directors. The Board of Directors may also designate a Vice Chairman to serve as and perform all duties of the Chairman in the Chairman’s absence.

ARTICLE VI

President

The President shall be the chief executive officer of the Company and shall be primarily responsible for the implementation of policies of the Board of Directors. The President shall have authority over the general management and direction of the business and operations of the Company and its divisions, if any, subject only to the ultimate authority of the Board of Directors. The President shall be a Director, and, except as otherwise provided in these Bylaws or in the resolutions establishing any committee, he or

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she shall be ex officio a member of all committees of the Board. In the absence of the Chairman and the Vice Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. The President may sign and execute in the name of the Company share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. In addition, the President shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned by the Board of Directors.

ARTICLE VII

Vice President

The President and each Vice President, if any, shall have such powers and duties as may from time to time be assigned by the President or the Board of Directors. The President and any Vice President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts and other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

ARTICLE VIII

Chief Financial Officer

The Chief Financial Officer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company, and shall deposit all monies and securities of the Company in such banks and depositories as shall be designated by the

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Board of Directors. The Chief Financial Officer shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer may sign and execute in the name of the Company share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

ARTICLE IX

Secretary

The Secretary shall act as secretary of all meetings of the Board of Directors and stockholders of the Company. When requested, the Secretary shall also act as secretary of the meetings of the committees, if any, of the Board. The Secretary shall keep and preserve the minutes of all such meetings in permanent books. The Secretary shall see that all notices required to be given by the Company are duly given and served; shall have custody of the seal of the Company and shall affix the seal or cause it to be affixed to all share certificates of the Company and to all documents the execution of which on behalf of the Company under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other

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important corporate documents; shall have charge of the books, records and papers of the Company relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.

ARTICLE X

Treasurer

The Treasurer shall have such powers and duties as may from time to time be assigned by the Chief Financial Officer or the Board of Directors.

ARTICLE XI

Dividends

The Board of Directors of the Company may, from time to time, declare and the Company may pay dividends on its shares only in accordance with the provisions of Section 13.1-653 of the Virginia Stock Corporation Act.

ARTICLE XII

Corporate Seal

The corporate seal of the Company, if any, shall be impressed upon the margin of this page.

The foregoing Bylaws of AAP Financial Services, Inc. are dated December 23, 2012.

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EX-3.5

Exhibit 3.5

Commonwealth of Virginia

STATE CORPORATION COMMISSION

Richmond, December 26, 2007

This is to certify that the certificate of organization of

Advance Auto Business Support, LLC

was this day issued and admitted to record in this office and that the said limited liability company is authorized to transact its Business subject to ad Virginia law applicable to the company audits Business, Effective date: December 26, 2007

State Corporation Commission

        Attest:

        /s/ Joel H. Peck

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION

OF

ADVANCE AUTO BUSINESS SUPPORT, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1.    The name of the limited liability company is:

Advance Auto Business Support, LLC

2.    The address of the initial registered office which is located in the City of Roanoke, Virginia is:

5008 Airport Road

Roanoke, Virginia 24012

3.    A. The registered agent’s name is Sarah E. Powell, whose business address is the same as the registered office.

B. The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

4.    The mailing address of the principal office of the limited liability company where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is:

5008 Airport Road

Roanoke, Virginia 24012

5.    No member of the Company or other person shall have authority to act for or bind the Company unless (a) the member or person is a manager, appointed by a majority of the members of the Company in accordance with the operating agreement of the Company, and (b) the member or person is authorized as a manager to so act or bind the Company pursuant to the operating agreement of the Company or any vote, resolution, or consent of a majority of the members in accordance with such operating agreement. Any third party dealing with a member or other person may rely without liability on the authority of such member or person as a manager or officer to act for or bind the Company provided that (a) such member or person presents the third party with a signed statement certifying that he is either a manager or officer of the Company and has such authority, and (b) the third party has no knowledge or notice that such member or person lacks such authority.

6.    To the full extent that the Virginia Limited Liability Company Act (Chapter 12 of Title , as it exists on the date hereof or may hereinafter be amended (the “Act”), permits the limitation or elimination of the liability of a member and manager, a member or manager of the limited liability company shall not be liable to the limited liability company or its members for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

The limited liability company shall indemnify an individual made a party to a proceeding because he is or was a member or manager of the limited liability company against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the limited liability company, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination of whether a member or manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The limited liability company may not indemnify (1) in connection with a proceeding by or in the right of the limited liability company in which the member or manager was adjudged liable to the limited liability company, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

The limited liability company shall pay for or reimburse the reasonable expenses incurred by a member or manager who is a party to a proceeding in advance of final disposition of the proceeding if (1) the member or manager furnishes the limited liability company a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the member or manager furnishes the company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

All terms defined in Article 10 of the Virginia Stock Corporation Act (Chapter 9 of Title 13.1) as adopted by reference in the Act and as enacted and in effect on the date of these articles of organization, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this article shall not adversely affect any right or protection of a member or manager of or with respect to any acts or omissions of such member or manager occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this article with respect to a claim for indemnification shall be reduced to the extent the member or manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions, from other sources.

7.    Signature:

/s/ James Chapman Hale                                                              December 20, 2007

James Chapman Hale, Organizer

EX-3.6

Exhibit 3.6

ADVANCE AUTO BUSINESS SUPPORT LLC

OPERATING STATEMENT

This OPERATING STATEMENT (the “Statement”) of Advance Auto Business Support, LLC, a Virginia limited liability company (the “Company”), is made as of the 30th day of December, 2007, by the Member, whose name and address is set forth in Exhibit A, attached hereto,

ARTICLE I

Formation

1.1    Formation. The Member acknowledges the formation of the Company under the Act pursuant to the filing of Articles of Organization with the Virginia State Corporation Commission (“SCO.”) and its issuance of a Certificate of Organization on December 30, 2007.

1.2    Name. The name of the Company is “Advance Auto Business Support, LLC.” The business of the Company may be conducted under such trade or fictitious names as the Member may determine.

1.3    Purpose. The purpose of the Company shall be to engage in any activity permitted by law.

1.4    Principal Office. The principal office of the Company, at which the records required to be maintained by the Act are to be kept, shall be 5008 Airport Road, Roanoke, Virginia 24012, or such other place as the Member may determine.

1.5    Registered Agent. The Company’s agent for service of process shall be Sarah E. Powell, Esq. or any other qualified Person as the Member may designate and the registered office shall be 5008 Airport Road, Roanoke, Virginia 24012 or any other office as the Member may designate.

1.6    Term. The term of the Company shall be perpetual, unless sooner dissolved and terminated in accordance with the Act and this Statement.

1.7    Tax Treatment. The Member intends that the Company be treated as a corporate entity for tax purposes and this Statement shall be interpreted accordingly.

ARTICLE II

Definitions

Terms defined elsewhere in the text of this Statement shall have the meanings set forth for them in the text. Otherwise, as used in this Statement, the following words shall have the meanings set forth below:

2.1    Act. The Virginia Limited Liability Company Act, sections 13,1-1000, et seq., as amended or superseded from time to time.

2.2    Business. The ownership, management, and operation of the Company, and all business activities related or incidental thereto.

2.3    Capital Contribution. The amount of money or the Fair Market Value of property contributed to the Company by the Member on the date of contribution.

2.4    Company. Advance Auto Business Support, LLC, a Virginia limited liability company.

2.5    Fair Market Value. The amount at which property would change hands between a willing buyer and a willing seller, neither being under a compulsion to buy or sell and both having reasonable knowledge of the relevant facts.

2.6     Interest. The ownership interest of the Member in the Company at any particular time, initially set forth in Exhibit A, including the right of the Member to any and all benefits to which the Member is entitled and obligations to which the Member is subject under this Statement.

2.7    Managers. ‘The Persons who have been at any time selected to serve as Managers by the Members in accordance with this Agreement. The Managers as of the Effective Date arc: Jimmie I,. Wade, Michael O. Moore and Elwyn G. Murray, III.

2.8    Member. The Person whose name is set forth in Exhibit A in the capacity of a Member of the Company and any Person admitted as a new Member under this Statement.

2.9    Membership Certificates. The certificates that represent Interests in the Company.

2.10    Person. Any human being or firm, organization, partnership, association, corporation, legal representative, trustee, trustee in bankruptcy, or receiver.

ARTICLE III

The Member and Capital Contributions

3.1    The Member, Interest and Initial Capital Contribution. The name. Interest, and initial Capital Contribution of the Member, which will be made simultaneously with the execution of this Statement, are set forth in Exhibit A.

3.2    Additional Capital Contribution. The Member shall not be required to make any Capital Contribution in addition to its initial Capital Contribution. The Member may make additional Capital Contributions to the Company as it shall determine from time to time.

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ARTICLE IV

Management

4.1    Power and Authority of the Managers. Except as otherwise provided herein, the Managers shall: (i) exercise complete and exclusive control of the management of the Company’s business and affairs; and (ii) have the right, power, and authority on behalf of the Company, and in its name, to exercise all of the rights, powers, and authorities of the Company under the Act. Each Manager shall discharge his or her duties as a manager in accordance with the standards of conduct set forth in Section-1024.1 of the Act. Subject to the limitations set out in this Agreement, the powers so exercised shall include but not be limited to the following:

(a)    Entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the company.

(b)    Opening and maintaining bank accounts., investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company.

(c)    Collecting funds due to the Company.

(d)    Adjusting, utilizing for the Company’s purposes, maintaining an d disposing of any assets of the Company.

(e)    To the extent that funds of the Company are available therefor, paying debts and obligations of the Company.

(f)    Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings.

(g)    Making elections available to the Company under the Code.

(h)    Obtaining general liability, property and other insurance for the Company, as the Manager deems proper.

(i)    Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

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4.2    The Managers. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager” pursuant to Section 13.1-1024 of the Act). The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager: (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.

4.3    Election, Etc, of Managers.

(a) There shall be three Managers. As of the Effective Date, the Managers are Jimmie L. Wade, Michael 0. Moore and Elwyn G. Murray, III. The Managers may elect a President who shall act as the chief executive officer and have such additional authority as the Managers may from time to time assign. As of the Effective Date, Elwyn G. Murray, III shall be the President. A Person may be removed as a Manager only by the Member who elected such Manager For Cause or otherwise. In addition, in the event a Manager is removed, the Company shall undertake any and ah actions necessary to have the removed Manager released from any and all liability in connection with or which may arise from any obligation, indebtedness or other liability of the Company whether existing at the time of such removal or arising thereafter, unless any such liability constitutes part or all of the basis for his removal. A Manager may be a natural person or an Entity.

(b) In the event any Person resigns, is removed or otherwise vacates the office of Manager, the Member shall elect a replacement Manager to serve in the place and stead of the withdrawing, removed or vacating Manager in accordance with the provisions of Section 4.3 hereof.

4.5    Officers.

(a)    The Managers shall, from time to time, appoint officers, which may include but shall not be limited to, a chief executive officer, a president, one (1) or more executive vice presidents, senior vice presidents or vice presidents, a secretary, a treasurer and/or chief financial officer. Except as otherwise provided herein, appointment of any officer or agent shall not of itself create contract rights. Any person may hold any number of offices. No officer need be a Member.

(b)    Such officers, if any, shall have such authority and perform such duties in the management of the Company customary for the position or otherwise as determined by the Managers.

4.6    Indemnification. The Company shall indemnify the Managers to the full extent permitted by the Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Managers may be entitled. The Managers may take such action as is necessary to carry out these indemnification provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.

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4.7    Liability of Manager. So long as a Manager acts in good faith with respect to the conduct of the business and affairs of the Company, no Manager shall be liable or accountable to the Company or to any of the Members, in damages or otherwise, for any error or judgment, for any mistake of fact or of law, or for any other act or thing which he may do or refrain from doing in connection with the business and affairs of the Company, except for willful misconduct or gross negligence or breach of fiduciary duty.

4.8    Actions, disc Managers shall act either at a meeting or by written consent. In either case, approval of the majority of the Managers then in office (but in no case fewer than two) shall be necessary and sufficient to authorize or direct any act. Meetings of Managers may be called by a majority of Managers then in office, by the Chairman or by the Chief Executive Officer. Meetings may be held on notice (which need not be written) stating the place, date and hour of’ the meeting given not less than 24 hours before the noticed time. Meetings may be held without notice if all Managers attend or waive notice. Notice need not state the purpose of the meeting. Notice to be effective must be reasonably designed to inform the Manager of the meeting or actually so inform him or her. A quorum shall be a majority (but not fewer than two) of the Managers then in office. Managers may attend a meeting by use of any means of communication by which all Managers participating may simultaneously hear and speak to each other.

4.9    Compensation. By resolution of the Board, a Manager may be allowed a fee and expenses for serving as Manager. Nothing herein shall preclude Managers from serving the Company in other capacities and receiving compensation for such services,

4.10    Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Managers as set forth herein, subject only to the express limitations set forth in this Agreement or by law.

4.11    Duties of the Manager. The Managers will devote such time, effort, and skill in the management of the Company’s business affairs as each deems necessary and proper for the Company’s welfare and success.

ARTICLE V

Limitation of Liability Indemnification

5.1    Limitation of Liability of Manager. The Members hereby acknowledge and agree that the liability of the Manager to the Company or to any of the other Members shall be limited to the maximum extent permissible under Section 13.1-1025 of the Act.

5.2    Indemnification. The Company shall indemnify any Person who was or is a party to any proceeding, including a proceeding brought by a Member in the right of the Company or brought by or on behalf of the Members of the Company, by reason of the fact that such Person is or was a Manager of the Company, or is or was serving at the request of the Company as a manager, director, trustee, partner, or officer of another limited liability company, corporation., partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability and reasonable expenses (including reasonable attorney fees) incurred by such

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Person in connection with such proceeding unless he or she has engaged in. willful misconduct or a knowing violation of the criminal law. No amendment or repeal of this Section 5.2 shall have any effect on the rights provided herein with respect to any act or omission occurring before such amendment or repeal. If the Managers or any authorized Committee of the Members determines that the facts then known do not preclude indemnification, the Company shall advance or promptly reimburse the reasonable expenses incurred by an eligible applicant who is a party to a proceeding in advance of final disposition of the proceeding if the applicant furnishes the Company:

(a)    a written statement of good faith belief that he or she has met the standard of conduct described in this Section 5.2: and

(b)    a written undertaking, executed personally or on the applicant’s behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

ARTICLE VI

Transfer of Interest

6.1    Assignment. In the event that the Member transfers all or part of its Interest in the Company, Persons acquiring an Interest in the Company by assignment or otherwise will not become Members until:

a.    their admission as Members is approved by the Member;

b.    they execute an Operating Agreement of the Company as it then exists; and

c.    they make any required Capital Contribution.

ARTICLE VII

General Provisions

7.1    Governing Law. This Statement and the rights and liabilities of the parties shall be governed exclusively by the Statement’s terms and by the laws of the Commonwealth of Virginia without reference to its choice of law provisions, and specifically the Act.

7.2     Construction. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or neutral forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

7.3    Severability. Every provision of this Statement is intended to be severable. If any term or provision herein is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remainder of the terms or provisions in this Statement.

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7.4     Successors. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Statement, their respective heirs, legal representatives, successors and assigns.

7.5     Addresses. The Member shall keep the Company informed of its current address.

7.6     Notices. Except as otherwise provided in this Statement, any notice permitted or required hereunder shall be in writing and shall be deemed given when hand-delivered, sent by facsimile with confirmation of receipt, or sent by registered or certified mail to the intended recipient at the recipient’s last known address. Notice sent to the Member’s address as maintained in the Company’s records shall be effective with respect to the Member.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Member has executed this Statement.

ADVANCE STORES COMPANY,

INCORPORATED, a Virginia corporation Sole

Member of Advance Auto Business Support, LLC, a

Virginia limited liability company

    By /s/ Michael O. Moore

    Name Michael O. Moore

    Title Executive Vice President,

    Chief Executive Officer and Secretary

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EXHIBIT A

The Member, the business address, the initial Capital Contribution and the percentage of Interest are as follows:

Member & Address	Capital Contribution	Interest
Advanced Stores Company,             Incorporated             5008 Airport Road             Roanoke, Virginia 24012	$12,661,120.68	100%

EX-3.7

Exhibit 3.7

Commonwealth of Virginia

STATE CORPORATION COMMISSION

Richmond, December 26, 2011

This is to certify that the certificate of incorporation of

Advance Auto Innovations, LLC

was this day issued and admitted to record in this office and that the said limited liability company is authorized to transact its business subject to all Virginia laws applicable to the company and its business, Effective date: December 30, 2007

State Corporation Commission

Attest:

        /s/ Joel H. Peck        

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION

OF

ADVANCE AUTO INNOVATIONS, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1. The name of the limited liability company is:

Advance Auto Innovations, LLC

2. The address of the initial registered office which is located in the City of Roanoke, Virginia is:

5008 Airport Road

Roanoke, Virginia 24012

3. A.    The registered agent’s name is Sarah E. Powell, whose business address is the same as the registered office.

B.    The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

4. The mailing address of the principal office of the limited liability company where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is:

5008 Airport Road

Roanoke, Virginia 24012

5. No member of the Company or other person shall have authority to act for or bind the Company unless (a) the member or person is a manager, appointed by a majority of the members of the Company in accordance with the operating agreement of the Company, and (b) the member or person is authorized as a manager to so act or bind the Company pursuant to the operating agreement of the Company or any vote, resolution, or consent of a majority of the members in accordance with such operating agreement. Any third party dealing with a member or other person may rely without liability on the authority of such member or person as a manager or officer to act for or bind the Company provided that (a) such member or person presents the third party with a signed statement certifying that he is either a manager or officer of the Company and has such authority, and (b) the third party has no knowledge or notice that such member or person lacks such authority.

6. To the full extent that the Virginia Limited Liability Company Act (Chapter 12 of Title 13.1), as it exists on the date hereof or may hereinafter be amended (the “Act”), permits the limitation or elimination of the liability of a member and manager, a member or manager of the limited

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liability company shall not be liable to the limited liability company or its members for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

The limited liability company shall indemnify an individual made a party to a proceeding because he is or was a member or manager of the limited liability company against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the limited liability company, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination of whether a member or manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The limited liability company may not indemnify (1) in connection with a proceeding by or in the right of the limited liability company in which the member or manager was adjudged liable to the limited liability company, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

The limited liability company shall pay for or reimburse the reasonable expenses incurred by a member or manager who is a party to a proceeding in advance of final disposition of the proceeding if (1) the member or manager furnishes the limited liability company a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the member or manager furnishes the company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

All terms defined in Article 10 of the Virginia Stock Corporation Act (Chapter 9 of Title 13.1) as adopted by reference in the Act and as enacted and in effect on the date of these articles of organization, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this article shall not adversely affect any right or protection of a member or manager of or with respect to any acts or omissions of such member or manager occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this article with respect to a claim for indemnification shall be reduced to the extent the member or manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

7. Signature:

/s/ James Chapman Hale	December 20, 2007
James Chapman Hale, Organizer

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EX-3.8

Exhibit 3.8

ADVANCE AUTO INNOVATIONS, LLC

OPERATING STATEMENT

This OPERATING STATEMENT (the “Statement”) of Advance Auto Innovations, LLC, a Virginia limited liability company (the “Company”), is made as of the 30th day of December, 2007, by the Member, whose name and address is set forth in Exhibit A, attached hereto.

ARTICLE I

Formation

1.1    Formation. The Member acknowledges the formation of the Company under the Act pursuant to the filing of Articles of Organization with the Virginia State Corporation Commission (“SCC”) and its issuance of a Certificate of Organization on December 30, 2007.

1.2     Name. The name of the Company is “Advance Auto Innovations, LLC.” The business of the Company may be conducted under such trade or fictitious names as the Member may determine.

1.3    Purpose. The purpose of the Company shall be to engage in any activity permitted by law.

1.4     Principal Office. The principal office of the Company, at which the records required to be maintained by the Act are to be kept, shall be 5008 Airport Road, Roanoke, Virginia 24012, or such other place as the Member may determine.

1.5     Registered Agent. The Company’s agent for service of process shal1 be Sarah E. Powell, Esq., or any other qualified Person as the Member may designate and the registered office shall be 5008 Airport Road. Roanoke, Virginia 24012 or any other office as the M ember may designate.

1.6    Term. The term of the Company shall be perpetual, unless sooner dissolved and terminated in accordance with the Act and this Statement.

1.7     Tax Treatment. The Member intends that the Company be disregarded as an entity separate from the Member and this Statement shall be interpreted accordingly.

ARTICLE II

Definitions

Terms defined elsewhere in the text of this Statement shall have the meanings set forth for them in the text. Otherwise, as used in this Statement, the following words shall have the meanings set forth below:

2.1     Act. The Virginia Limited Liability Company Act, sections 13.1-1000, et seq.. as amended or superseded from time to time.

2.2     Business. The ownership, management, and operation of the Company, and all business activities related or incidental thereto.

2.3    Capital Contribution. The amount of money or the Fair Market Value of property contributed to the Company by the Member on the date of contribution.

2.4     Company. Advance Auto Innovations, LLC, a Virginia limited liability company.

2.5     Fair Market Value. The amount at which properly would change hands between a willing buyer and a willing seller, neither being under a compulsion to buy or sell and both having reasonable knowledge of the relevant facts.

2.6     Interest. The ownership interest of the Member in the Company at any particular time, initially set forth in Exhibit A, including the right of the Member to any and all benefits to which the Member is entitled and obligations to which the Member is subject under this Statement.

2.7    Managers. The Persons who have been at any time selected to serve as Managers by the Members in accordance with this Agreement. The Managers as of the Effective Date are: Jimmie L. Wade, Michael O. Moore and Elwyn G. Murray III.

2.8     Member. The Person whose name is set forth in Exhibit A in lite capacity of a Member of the Company and any Person admitted as a new Member under this Statement.

2.9     Membership Certificates. The certificates that represent Interests in the Company.

2.10     Person. Any human being or firm, organization, partnership, association, corporation, legal representative, trustee, trustee in bankruptcy, or receiver.

ARTICLE III

The Member and Capital Contributions

3.1    The Member, Interest and Initial Capital Contribution. The name, Interest, and initial Capital Contribution of the Member, which will be made simultaneously with the execution of this Statement, are set forth in Exhibit A.

3.2    Additional Capital Contribution. The Member shall not be required to make any Capital Contribution in addition to its initial Capital Contribution. The Member may make additional Capital Contributions to the Company as it shall determine from time to time.

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ARTICLE IV

Management

4.1    Power and Authority of the Managers. Except as otherwise provided herein, the Managers shall: (i) exercise complete and exclusive control of the management of the Company’s business and affairs: and (ii) have the right, power, and authority on behalf of the Company, and in its name, to exercise all of the rights, powers, and authorities of the Company under the Act. Each Manager shall discharge his or her duties as a manager in accordance with the standards of conduct set forth in Section 13.1-1024.1 of the Act. Subject to the limitations set out in this Agreement, the powers so exercised shall include but not be limited to the following:

(a)    Entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the company.

(b)    Opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company.

(c)    Collecting funds due to the Company.

(d)    Adjusting, utilizing for the Company’s purposes, maintaining and disposing of any assets of the Company.

(e)    To the extent that funds of the Company are available therefor, paying debts and obligations of the Company.

(f)    Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings.

(g)    Making elections available to the Company under the Code.

(h)    Obtaining general liability, property and other insurance for the Company, as the Manager deems proper.

(i)    Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

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4.2    The Managers. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager” pursuant to Section 13.1-1024 of the Act). The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager; (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.

4.3    Election, Etc. of Managers.

(a)    There shall be three Managers. As of the Effective Date, the Managers are Jimmie L. Wade, Michael O Moore and Elwyn G. Murray, III. The Managers may elect a President who shall act as the chief executive officer and have such additional authority as the Managers may from time to time assign. As of the Effective Date, Michael. O. Moore shall be the President. A Person may be removed as a Manager only by the Member who elected such. Manager For Cause or otherwise. In addition, in the event a Manager is removed, the Company shall undertake any and all actions necessary to have the removed Manager released from any and ah liability in connection with or which may arise from any obligation, indebtedness or other liability of the Company whether existing at the time of such removal or arising thereafter, unless any such liability constitutes part or all of the basis for his removal. A Manager may be a natural person or an Entity,

(b)    In the event any Person resigns, is removed or otherwise vacates the office of Manager, the Member shall elect a replacement Manager to serve in the place and stead of the withdrawing, removed or vacating Manager in accordance with the provisions of Section 4.3 hereof.

4.5    Officers.

(a)    The Managers shall, from time to time, appoint officers, which may include but shall not be limited to, a chief executive officer, a president, one (1) or more executive vice presidents, senior vice presidents or vice presidents, a secretary, a treasurer and/or chief financial officer. Except as otherwise provided herein, appointment of any officer or agent shall not of itself create contract rights. Any person may hold any number of offices. No officer need be a Member.

(b)    Such officers, if any, shall have such authority and perform such duties in the management of the Company customary for the position or otherwise as determined by the Managers.

4.6    Indemnification. The Company shall indemnify the Managers to the full extent permitted by the Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Managers may be entitled. The Managers may take such action as is necessary to carry out these indemnification provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.

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4.7    Liability of Manager. So long as a. Manager acts in good faith with respect to the conduct of the business and affairs of the Company, no Manager shall be liable or accountable to the Company or to any of the Members, in damages or otherwise, for any error or judgment, for any mistake of fact or of law, or for any other act or thing which he may do or refrain from doing in connection with the business and affairs of the Company, except for willful misconduct or gross negligence or breach, of fiduciary duty.

4.8    Actions. The Managers shall act either at a meeting or by written consent. In either case, approval of the majority of the Managers then in office (but in no case fewer than two) shall be necessary and sufficient to authorize or direct any act. Meetings of Managers may be called by a majority of Managers then in office, by the Chairman or by the Chief Executive Officer. Meetings may be held on notice (which need not be written) stating the place, date and hour of the meeting given not less than 24 hours before the noticed time. Meetings may be held without notice if all Managers attend or waive notice. Notice need not state the purpose of the meeting. Notice to be effective must be reasonably designed to inform the Manager of the meeting or actually so inform him or her. A quorum shall be a majority (but not fewer than two) of the Managers then in office. Managers may attend a meeting by use of any means of communication by which all Managers participating may simultaneously hear and speak to each other.

4.9    Compensation. By resolution of the Board, a Manager may be allowed a fee and expenses for serving as Manager. Nothing herein shall preclude Managers from serving the Company in other capacities and receiving compensation for such services.

4.10    Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Managers as set forth herein, subject only to the express limitations set forth in this Agreement or by law.

4.11    Duties of the Manager. The Managers will devote such time, effort, and skill in the management of the Company’s business affairs as each deems necessary and proper for the Company’s welfare and success.

ARTICLE V

Limitation of Liability Indemnification

5.1    Limitation of Liability of Manager. The Members hereby acknowledge and agree that the liability of the Manager to the Company or to any of the other Members shall be limited to the maximum extent permissible under Section 13.1 -1025 of the Act.

5.2    Indemnification. ‘The Company shall indemnify any Person who was or is a party to any proceeding, including a proceeding brought by a Member in the right of the Company or brought by or on behalf of the Members of the Company, by reason of the fact that such Person is or was a Manager of the Company, or is or was serving at the request of the Company as a manager., director, trustee, partner, or officer of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan, or other

5

enterprise, against any liability and reasonable expenses (including reasonable attorney fees) incurred by such Person in connection with such proceeding unless he or she has engaged in willful misconduct or a knowing violation of the criminal law. No amendment or repeal of this Section 5.2 shall have any effect on the rights provided herein with respect to any act or omission occurring before such amendment or repeal. If the Managers or any authorized Committee of the Members determines that the facts then known do not preclude indemnification, the Company shall advance or promptly reimburse the reasonable expenses incurred by an eligible applicant who is a party to a proceeding in advance of final disposition of the proceeding if the applicant furnishes the Company:

(a)    a written statement of good faith belief that he or she has met the standard of conduct described in this Section 5.2; and

(b)    a written undertaking, executed personally or on the applicant’s behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

ARTICLE VI

Transfer of Interest

6.1    Assignment. In the event that the Member transfers all or part of its Interest in the Company, Persons acquiring an Interest in the Company by assignment or otherwise will not become Members until:

a.    their admission as Members is approved by the Member;

b.    they execute an Operating Agreement of the Company as it then exists; and

c.    they make any required Capital Contribution.

ARTICLE VII

General Provisions

7.1    Governing Law. This Statement and the rights and liabilities of the parties shall be; governed exclusively by the Statement’s terms and by the laws of the Commonwealth of Virginia without reference to its choice of law provisions, and specifically the Act.

7.2    Construction. Whenever the context may require, any pronouns used herein shall include the corresponding masculine., feminine, or neutral forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

7.3    Severability. Every provision of this Statement is intended to be severable. If any term or provision herein is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remainder of the terms or provisions in this Statement.

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7.4    Successors. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Statement, their respective heirs, legal representatives, successors and assigns.

7.5    Addresses. The Member shall keep the Company informed of its current address.

7.6    Notices. Except as otherwise provided in this Statement, any notice permitted or required hereunder shall be in writing and shall be deemed given when hand-delivered, sent by facsimile with confirmation of receipt, or sent by registered or certified mail to the intended recipient at the recipient’s last known address. Notice sent to the Member’s address as maintained in the Company’s records shall be effective with respect to the Member.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Member has executed this Statement.

DISCOUNT AUTO PARTS, LLC, a Florida limited liability company Sole Member of Advance Auto Innovations, LLC, a Virginia limited liability company
By	/s/ Jimmie L Wade
Name	Jimmie L. Wade
Title	Executive Vice President

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EXHIBIT A

The Member, the business address, the initial Capital Contribution and the percentage of Interest are as follows:

Member & Address	Capital Contribution	Interest
Discount Auto Parts, LLC 5008 Airport Road Roanoke, Virginia 24012	$11,980,527	100%
	Consisting of ending capital of Advance Merchandising Company, Inc.

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EX-3.9

Exhibit 3.9

Commonwealth of Virginia

STATE CORPORATION COMMISSION

Richmond, August 19, 2011

This is to certify that the certificate of incorporation of

Advance e-Service Solutions, Inc.

was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business.

Effective date: August 19, 2011

State Corporation Commission

Attest:

        /s/Joel H. Peck        

ARTICLES OF INCORPORATION

OF

ADVANCE E-SERVICE SOLUTIONS, INC.

I hereby act as incorporator of a stock corporation under the provisions of the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of Virginia of 1950, as amended, and I hereby declare and establish the following as the Articles of Incorporation of such corporation:

ARTICLE I. NAME

The name of the Corporation is Advance e-Service Solutions, Inc.

ARTICLE II. PURPOSES AND POWERS

The Corporation shall have the power to carry on any business not prohibited by law or required to be stated in these articles.

ARTICLE III. CAPITAL STOCK

The aggregate number of shares of capital stock which the Corporation shall have authority to issue is as follows:

CLASS            NUMBER OF SHARES

Common                1,000

ARTICLE IV. REGISTERED OFFICE

The address of the initial registered office of the Corporation is 5008 Airport Road, Roanoke, Virginia 24012, located in the City of Roanoke, Virginia.

The initial registered agent of the Corporation is Sarah E. Powell, a resident of Virginia and a member of the Virginia State Bar, whose business address is the same as the registered office of the Corporation.

ARTICLE V. SHAREHOLDER ACTION WITHOUT MEETING

To the full extent permitted by and in accordance with the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, any action required or permitted by the Virginia Stock Corporation Act to be taken at a shareholders’ meeting may be taken pursuant to written consents, without a meeting and without prior notice, if the action is taken by the Corporation’s shareholders entitled to vote at a shareholders’ meeting and who have the voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all the shareholders entitled to vote thereon were present and voted.

ARTICLE VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

An amendment of the Corporation’s Articles of Incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all of the Corporation’s assets other than in the regular course of business and a plan of dissolution shall be approved by the vote of a majority of all the votes entitled to be cast on such transactions.

ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

A.    Each Director and Officer who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) shall be indemnified by the Corporation against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with the Corporation or otherwise by reason of the fact that he is or was such a Director or Officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust, employee benefit plan or other enterprise, except there shall be no indemnification in relation to matters as to which he shall have been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such Director or Officer.

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B.    In addition to the indemnification provided under Section A, to the full extent permitted by the Virginia Stock Corporation Act and any other applicable law, as they exist on the date hereof or may hereafter be amended, the Corporation shall indemnify a Director or Officer of the Corporation who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) by reason of the fact that he is or was such a Director or Officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust, employee benefit plan or other enterprise.

C.    The Corporation is empowered to contract in advance to indemnify any Director or Officer to the extent indemnification is granted under Sections A and B. The Board of Directors is also empowered to cause the Corporation to indemnify or contract in advance to indemnify any other person not covered by Sections A and B who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted under Sections A and B.

D.    The Corporation shall advance, pay for and/or reimburse the reasonable expenses incurred by an Officer or Director who is a party to any proceeding in advance of the final disposition thereof if (i) the Officer or Director furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Sections A and/or B above and (ii) the Officer or Director furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not

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meet the standard of conduct. The undertaking required by clause (ii) above shall be an unlimited general obligation of the Officer or Director but need not be secured and may be accepted without reference to financial ability to make repayment.

E.    The foregoing provisions are intended to provide indemnification with respect to those monetary damages of which the Virginia Stock Corporation Act permits the limitation or elimination of liability. In addition, to the full extent, if any, that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages arising out of a single transaction occurrence or course of conduct in excess of the amount of cash consideration received by the Director from the Corporation for services as a director during the twelve months immediately preceding the act or omission for which liability was imposed.

F.    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other ,enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

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G.    The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

H.    Except to the extent inconsistent with this Article, terms used herein shall have the same meanings assigned them in the Indemnification Article of the Virginia Stock Corporation Act, as now in effect or hereafter amended. Without limitation, it is expressly understood that reference herein to Directors, Officers, employees or agents shall include former Directors, Officers, employees and agents and their respective heirs, executors and administrators.

	INCORPORATOR
Dated: August 18, 2011	By:    /s/ Wilhelm Rabke
	Name: W. Wilhelm Rabke, Esquire

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EX-3.10

Exhibit 3.10

BYLAWS

OF

ADVANCE E-SERVICE SOLUTIONS, INC.

ARTICLE I

Stockholders

The stockholders of the Company shall be those who appear on the books of the Company as holders of one or more shares of the capital stock, and the records of the Company shall be the only evidence as to who are the stockholders.

ARTICLE II

Meeting of the Stockholders

Section 1. The annual meeting of the stockholders of the Company shall be held in each calendar year on such date and at such time as shall be designated from time to time by the Board of Directors, at the office of the Company, unless otherwise stated in the notice of the meeting.

Section 2. Special meetings of the stockholders may be called by the Chief Executive Officer, the Board of Directors or the holders of not less than one-third of all of the shares entitled to vote at such meeting.

Section 3. Notices of meetings of the stockholders and waivers of such notices shall be given or accepted in accordance with the appropriate provisions of the Virginia Stock Corporation Act.

ARTICLE III

Board of Directors

Section 1. The business and affairs of the Company shall be managed by a Board of Directors subject to any requirement of stockholder action required by law. The Board of Directors shall be composed of at least one (1) and no more than five (5) members. This number may be changed at any time by a resolution adopted by the Board of Directors.

Section 2. The Directors shall be elected at each annual meeting of the stockholders.

Section 3. The Board of Directors shall hold its meetings at such time and place as it may designate, or in absence of designation by the Board of Directors, at such place as shall be designated in the notice, and a meeting may be called at any time by the President, or by any director. Reasonable notice of the time and place of each meeting of the directors shall be given to all directors. A majority of the qualified members shall constitute a quorum.

Section 4. The Directors may participate in meetings of the Board of Directors by, and such meetings may be conducted through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. Directors so participating are deemed to be present in person at the meeting and will be counted in determining whether a quorum is present.

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ARTICLE IV

Officers

4.1 Election of Officers; Terms. The officers of the Company shall consist of a President, a Secretary and a Treasurer. Other officers, including one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine.

The officers of the Company shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

ARTICLE V

Chairman

The Board of Directors may designate a Chairman to preside at the meetings of the Board of Directors. The Board of Directors may also designate a Vice Chairman to serve as and perform all duties of the Chairman in the Chairman’s absence.

ARTICLE VI

President

The President shall be the chief executive officer of the Company and shall be primarily responsible for the implementation of policies of the Board of Directors. The President shall have authority over the general management and direction of the business

3

and operations of the Company and its divisions, if any, subject only to the ultimate authority of the Board of Directors. The President shall be a Director, and, except as otherwise provided in these Bylaws or in the resolutions establishing any committee, he or she shall be ex officio a member of all committees of the Board. In the absence of the Chairman and the Vice Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. The President may sign and execute in the name of the Company share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. In addition, the President shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned by the Board of Directors.

ARTICLE VII

Vice President

The President and each Vice President, if any, shall have such powers and duties as may from time to time be assigned by the President or the Board of Directors. The President and any Vice President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts and other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

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ARTICLE VIII

Chief Financial Officer

The Chief Financial Officer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company, and shall deposit all monies and securities of the Company in such banks and depositories as shall be designated by the Board of Directors. The Chief Financial Officer shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer may sign and execute in the name of the Company share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

ARTICLE IX

Secretary

The Secretary shall act as secretary of all meetings of the Board of Directors and stockholders of the Company. When requested, the Secretary shall also act as secretary of the meetings of the committees, if any, of the Board. The Secretary shall keep and preserve the minutes of all such meetings in permanent books. The Secretary shall see that all notices required to be given by the Company are duly given and served; shall have

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custody of the seal of the Company and shall affix the seal or cause it to be affixed to all share certificates of the Company and to all documents the execution of which on behalf of the Company under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Company relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.

ARTICLE X

Treasurer

The Treasurer shall have such powers and duties as may from time to time be assigned by the Chief Financial Officer or the Board of Directors.

ARTICLE XI

Dividends

The Board of Directors of the Company may, from time to time, declare and the Company may pay dividends on its shares only in accordance with the provisions of Section 13.1-653 of the Virginia Stock Corporation Act.

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ARTICLE XII

Corporate Seal

The corporate seal of the Company, if any, shall be impressed upon the margin of this page.

The foregoing Bylaws of Advance e-Service Solutions, Inc. are dated August     , 2011.

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EX-3.11

Exhibit 3.11

Delaware

PAGE 1

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “ADVANCE PATRIOT, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JANUARY, A.D. 2005, AT 12:30 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

/s/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

Authentication: 3660158

State of Delaware

Secretary of State

Division of Corporations

Delivered 52:30 PM 01/25/2005

FILED 12:30 PM 01/25/2005

V050062330 - 3916720 FILE

CERTIFICATE OF INCORPORATION

OF

ADVANCE PATRIOT, INC.

ARTICLE I

The name of the corporation is Advance Patriot, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

A.     The total number of shares of all classes of stock which the Corporation shall have the authority to issue is Five Thousand shares of Common Stock, without par value per share (the “Common Stock”).

B.     The holders of Common Stock shall be entitled to one (l) vote per share on all matters to be voted on by the stockholders of the Corporation.

ARTICLE V

Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of the directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise.

ARTICLE VII

A.    Any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of such holders or by any consent in writing by such holders in accordance with the Delaware General Corporation Law.

B.    Special meetings of stockholders may be called only by the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer, and may not be called by any other person or persons.

ARTICLE VIII

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived any improper personal benefit of the Delaware General Corporation Law as the same exists or hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Corporation Law. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE IX

The Corporation reserves the right at any time, and from time to time, to amend, alter change or repeal any provision contained in this Certificate of Incorporation and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now, or hereafter, prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article; provided however, that the affirmative vote of 66 2/3% of the voting power of the capital stock of the Corporation entitled to vote thereon shall be required to amend, alter or repeal or adopt any provision inconsistent with, whether by amendment, merger or otherwise, the provisions of ARTICLES VII, VIII and IX.

ARTICLE X

The name and mailing address of the incorporator are as follows:

Eric M. Margolin

Advance Auto Parts, Inc. 5673 Airport Road

Roanoke, Virginia 24012

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and have accordingly hereunto set my hand this 28^th day of January A.D. 2005.

By: /s/ Eric M. Margolin

Name: Eric M. Margolin

Title: Incorporator

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 01/27/2006

FILED 08:00 AM 01/27/2006

SRV 060080700 - 3916720 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “Corporation”) is Advance Patriot, Inc.

2.    The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

3.    The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on: January 19, 2006

        /s/ Eric M. Margolin            

Eric M. Margolin - Vice President

EX-3.12

Exhibit 3.12

BY-LAWS

OF

ADVANCE PATRIOT, INC.

I.	Offices.		1
	1.01.	Registered Office	1
	1.02.	Other Offices	1
II.	Stockholders.		1
	2.01.	Place of Meetings	1
	2.02.	Annual Meetings	1
	2.03.	Special Meetings	1
	2.04.	Notice of Meetings	2
	2.05.	Waiver of Notice	2
	2.06.	Quorum	2
	2.07.	Adjourned Meetings	2
	2.08.	Voting	2
	2.09.	Proxies	2
	2.10.	Fixing Date for Determination of Stockholders of Record	3
	2.11.	Action by Written Consent of Stockholders	4
	2.12.	Stockholder List	4
	2.13.	Voting Procedures and Inspectors of Elections	4
III.	Board of Directors.		5
	3.01.	General Powers; Organization	5
	3.02.	Number, Qualification and Term of Office	5
	3.03.	Resignation and Removal; Vacancies.	5
	3.04.	Regular Meetings	6
	3.05.	Special Meetings	6
	3.06.	Notice of Special Meetings	6
	3.07.	Waiver of Notice	6
	3.08.	Quorum	6
	3.09.	Committees of Directors	6
	3.10.	Conference Communications	7
	3.11.	Action by Written Consent of Directors	7
	3.12.	Compensation	7
	3.13.	Nomination Procedures	7
IV.	Officers.		8
	4.01.	Number	8
	4.02.	Election, Term of Office and Qualifications	8
	4.03.	Compensation	8
	4.04.	Registration and Removal; Vacancies	8
	4.05.	Chief Executive Officer	8
	4.06.	Chairman of the Board	8

	4.07.	President	8
	4.08.	Vice Presidents	8
	4.09.	Secretary	9
	4.10.	Treasurer	9
	4.11.	Authority and Other Duties	9
V.	Indemnification.		9
	5.01.	Indemnification	9
	5.02.	insurance	10
	5.03.	Expenses Payable in Advance	10
VI.	Stock.		10
	6.01.	Certificates for Stock	10
	6.02.	Issuance of Stock	11
	6.03.	Partly Paid Stock	11
	6.04.	Registered Stockholders	11
	6.05.	Transfer of Stock	11
	6.06.	Lost, Stolen or Destroyed Certificates	12
	6.07.	Facsimile Signatures	12
VII.	Miscellaneous.		12
	7.01.	Dividends	12
	7.02.	Interested Directors and Officers	12
	7.03.	Voting Securities Held by the Corporation	13
	7.04.	Execution of Instruments	13
	7.05.	Advances	13
	7.06.	Fiscal Year	13
	7.07.	Corporate Seal	13
	7.08.	Form of Records	13
	7.09.	Power to Amend	13

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I. Offices.

1.01.    Registered Office. The Corporation shall maintain a registered office and registered agent within the State of Delaware at such place as may be designated from time to time by the Board of Directors of the Corporation.

1.02.    Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

II. Stockholders.

2.01.    Place of Meetings. Meetings of stockholders may be held at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors, the Chief Executive Officer of the Corporation or the Chairman of the Board of Directors.

2.02.    Annual Meetings. An annual meeting of stockholders shall be held in each calendar year for the election of directors on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the annual meeting, provided that such business is properly brought before the meeting. To be properly brought before the meeting, business must be (a) specified in the notice of meeting (or a supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) properly brought before the meeting by a stockholder. For business to be properly brought before the annual meeting by a stockholder, written notice of such business must be delivered to, or mailed to and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than forty-five (45) days or more than seventy-five (75) days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of stockholders, provided, however, that is the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later that the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public disclosure or an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and the name and address of the beneficial owner, if different than the stockholder of record, on whose behalf the proposal is made, (c) the class and number of shares of the Corporation that are beneficially owned by the stockholder and such beneficial owner, if any, and (d) any material interest of the stockholder or such beneficial owner in such business. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section. The Chief Executive Officer or other person presiding at the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section, and is he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

2.03.    Special Meetings. A special meeting of stockholders, for any purpose or purposes, may be called only by the Chief Executive Officer, the Chairman of the Board of Directors, or the Board of Directors and may not be called by any other person or persons. Business transacted at any special meeting shall be limited to the purposes staled in the notice of the meeting.

2.04.    Notice of Meetings. A written notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of such meeting to each stockholder of record of the Corporation entitled to vote at such meeting. Such notice shall be personally delivered or mailed and, if mailed, shall be deemed to be given when deposited in the mail, postage prepaid, addressed to the stockholder’s mailing address shown upon the records of the Corporation.

2.05.    Waiver of Notice. Notice or any meeting of stockholders may be waived either before or after such meeting in a writing signed by the person or persons entitled to the notice. Attendance of a person at a meeting also shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

2.06.    Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these By-Laws, the holders of a majority of the outstanding capital stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If a quorum is once present at the meeting, the stockholders may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.07.    Adjourned Meetings. The stockholders present at any meeting may, by majority vote, adjourn the meeting from time to time to a later day or hour or to another place. The stockholders entitled to vote at any meeting at which a quorum is not present in person or represented by proxy may so adjourn the meeting until a quorum shall be present or represented. If any adjournment is for more than 30 days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Otherwise, notice of any adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. At an adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally convened.

2.08.    Voting.

(i)    Except as otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall have one vote for each share of stock having voting power upon the matter in question that is held by such stockholder and registered in the stockholder’s name on the books of the Corporation as of the applicable record date. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

(ii)    Elections of directors shall not be required to be conducted by written ballot. The vote upon any other question before a meeting need not be by written ballot, and need not be conducted by inspectors, unless otherwise determined by the Board of Directors or the officer presiding at the meeting or otherwise provided in Section 2.13. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect such directors. All other elections and questions at a meeting shall be decided by a majority vote of the shares entitled to vote on the subject matter, the holders of which are present in person or represented by proxy at the meeting at the time of the vote, except where otherwise required by the laws of Delaware, the Certificate of Incorporation or these By-Laws.

2.09.    Proxies.

(i)    Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy by an instrument executed in writing, provided

2

that no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing with the Secretary of the Corporation an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. A duly executed proxy shall be irrevocable if it states that it is irrevocable and is, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

(ii)    A stockholder may sign or authorize the written authorization by telegram, facsimile or other means of electronic transmission setting forth or submitted with information to determine that the stockholder authorized such transmission. It is determined that such telegrams, facsimiles or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. Any copy, facsimile, telecommunication or other reproduction of the original writing or transmission may be used in lieu of the original, provided that it is a complete reproduction of the entire original.

(iii)    If any written authorization designates two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide.

2.10.    Fixing Date for Determination of Stockholders of Record.

(i)    For the purpose of determining the stockholders entitled to notice of or to vole at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date not more than 60 nor less than 10 days before the date of any such meeting. If no record date is fixed, the record date for such purpose shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(ii)    For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date not more than 10 days after the date upon which the resolution fixing the record date for such written action is adopted by the Board of Directors. If no record date is fixed and prior action of the Board of Directors with respect to the subject of such written action is not required by the Delaware General Corporation Law, the record date for such purpose shall be at the close of business on the first day on which a written consent signed by a stockholder is delivered to the Corporation by delivery to the registered office of the Corporation in Delaware (which shall be by hand or by certified or registered mail, return receipt requested), to the principal place of business of the Corporation, or to the officer or agent of the Corporation having custody of the Corporation’s minutes of stockholders’ meetings and proceedings. If no record date is fixed and prior action of the Board of Directors with respect to the subject of such written action is required by the Delaware General Corporation Law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(iii)    For the purpose of determining the stockholders entitled to receive any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action not specified elsewhere in this Section 2.10, the Board of Directors may fix a record date not more than 60 days before any such action. If no record date is so fixed, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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(iv)    In no event shall any record date fixed by the Board of Directors pursuant to this Section 2.10 precede the date upon which the resolution fixing the record date is adopted by the Board of Directors.

2.11.    Action by Written Consent of Stockholders.

(i)    Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware (which shall be by hand or by certified or registered mail, return receipt requested), to the principal place of business of the Corporation or to the officer or agent of the Corporation having custody of the Corporation’s minutes of stockholders’ meetings and proceedings. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(ii)    Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by Section 2.11(a) to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as required by Section 2.11(a).

2.12.    Stockholder List. The officer who has charge of the stock ledger shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before the meeting, either as a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.13.    Voting Procedures and Inspectors of Elections. The following provisions shall apply at such time as the Corporation shall have a class or voting stock that is (1) listed on a national securities exchange, (2) authorized for quotation on an inter-dealer quotation system of a registered national securities association, or (3) held of record by more than 2,000 stockholders.

(i)    The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.

(ii)    The inspectors shall: (1) ascertain the number of shares outstanding and the voting power of each; (2) determine the shares represented at a meeting and the validity of proxies and ballots; (3)

4

count all votes and ballots; (4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (5) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(iii)    The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors alter the closing of the polls.

(iv)    In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with an appointment of proxy by electronic transmission, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to clause (b)(5) of this Section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

III. Board of Directors.

3.01.    General Powers; Organization. The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the Delaware General Corporation Law or by the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders. The Board of Directors may annually elect a Chairman of the Board from among its members who shall preside at its meetings. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Any meeting of the Board of Directors may be held within or without the State of Delaware.

3.02.    Number, Qualification and Term of Office. The number of directors constituting the Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but shall be not less than one (1) nor more than ten (10). Except as otherwise provided in the Certificate of Incorporation and except as provided in Section 3.03 of these By-Laws, the directors shall be elected at the annual meeting of the stockholders and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

3.03.    Resignation and Removal; Vacancies.

(i)    Any director may resign at any time upon giving written notice to the Corporation. Directors may be removed only in accordance with the applicable provisions of the Delaware General Corporation Law and any applicable provisions of the Certificate of Incorporation.

(ii)    Vacancies (whether existing or to take effect at a future date), and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class, may be filled by a majority of the directors then in office, in their sole discretion and whether or not constituting less than a quorum, and the directors so

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chosen shall hold office until the next election of directors and until their successors are duly elected and qualified, or until their earlier resignation, retirement or removal.

3.04.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as may be designated from time to time by the Board of Directors.

3.05.    Special Meetings. Special meetings of the Board of Directors may be called from time to time by the Chairman of the Board of Directors, if any, or the Chief Executive Officer, and upon request by any two directors, shall be called by the Chairman of the Board of Directors or the Chief Executive Officer.

3.06.    Notice of Special Meetings. Notice of each special meeting of the Board of Directors stating the place, date and hour of the meeting shall be given to each director by mail not less than 48 hours, or personally or by telephone, telegram, facsimile or other electronic transmission not less than 48 hours before the date and hour of the meeting.

3.07.    Waiver of Notice. Notice of each special meeting of the Board of Directors may be waived either before or after such meeting in a writing signed by each director or directors to whom the notice was not duly given. Attendance of a director at a meeting also shall constitute a waiver of notice of such meeting, except when the director attends meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

3.08.    Quorum. Unless otherwise specifically provided by the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.09.    Committees of Directors.

(i)    The Board of Directors may, by resolution adopted by a majority of the total number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and to have such name as may be determined by the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

(ii)    Subject to subsection (c) of this Section 3.09 and to the Delaware General Corporation Law, any committee may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent provided in the resolution designating the committee, and may authorize the corporate seal, if any, to be affixed to all papers that may require it.

(iii)    No committee shall have the power or authority to amend the Certificate of Incorporation of the Corporation (except as permitted by the Delaware General Corporation Law), to adopt an agreement of merger or consolidation under Section 251 or 252 of the Delaware General Corporation Law, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or to amend the By-Laws of the Corporation; and, unless the resolution

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establishing the committee or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law.

(iv)    Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Unless the Board of Directors otherwise may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to these By-Laws.

3.10.    Conference Communications. Directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by means of a conference telephone or other comparable communications equipment which all persons participating in the meeting can hear and communicate with each other. For the purpose of establishing a quorum and taking any action at the meeting, such directors participating pursuant to this Section 3.10 shall be deemed present in person at the meeting.

3.11.    Action by Written Consent of Directors. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all directors or committee members consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

3.12.    Compensation. The Board of Directors shall have the authority to fix the compensation of directors.

3.13.    Nomination Procedures. Only persons who are nominated in accordance with the procedures set forth in this Section shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than forty-five (45) or more than seventy-five (75) days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the proceeding year’s annual meeting of stockholders, provided, however, that if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such stockholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this

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Section. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

IV. Officers.

4.01.    Number. The Board of Directors shall elect a Chief Executive Officer, a Secretary and a Treasurer, and it may, if it so determines, elect a Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or any other officers or agents as the Board of Directors may designate. Any person may hold two or more offices.

4.02.    Election, Term of Office and Qualifications. The Board of Directors shall elect the officers of the corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties not inconsistent with these By-Laws as shall be determined from time to time by the Board of Directors. All officers of the Corporation shall hold their offices until their respective successors are elected and qualified, or until their respective offices are eliminated by vote of the Board of Directors, or until their earlier resignation, retirement or removal. Officers may be, but need not be, directors.

4.03.    Compensation. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors or by the Chief Executive Officer if authorized by the Board of Directors.

4.04.    Registration and Removal; Vacancies.

(i)    Any officer may resign at any time upon written notice to the Corporation. Any such resignation, however, shall be without prejudice to any contract rights of the Corporation as to such officer.

(ii)    Any officer may be removed from office, with or without cause, by a vote of the Board of Directors. Any such removal, however, shall be without prejudice to any contract rights of such officer as to the Corporation.

(iii)    Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

4.05.    Chief Executive Officer. The Board of Directors shall designate the Chairman or the President as the Chief Executive Officer of the Corporation. If there be no Chairman, the President shall be the Chief Executive Officer. The Chief Executive Officer shall have the general powers and duties of management and supervision usually vested in and imposed upon the Chief Executive Officer of a corporation. The Chief Executive Officer shall preside at all meetings of the stockholders.

4.06.    Chairman of the Board. The Chairman, if one is elected, shall preside at all meetings of the Board of Directors. During the absence or disability of the Chief Executive Officer, the Chairman shall exercise all the powers and discharge all the duties of the Chief Executive.

4.07.    President. The President, subject to the control of the Board of Directors and the Chairman (if the Chairman is the Chief Executive Officer of the Corporation), shall have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors and directives of the Chief Executive Officer are carried into effect.

4.08.    Vice Presidents. During the absence or disability of the Chairman and the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors or, in the absence of any designation, in the order they were first elected as Vice Presidents) shall perform the duties and have the authority of the President.

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4.09.    Secretary. The Secretary (or in the absence of the Secretary, any Assistant Secretary or other person appointed by the Chairman to serve as Acting Secretary) shall keep the minutes of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Secretary shall maintain the stock ledger and prepare the stockholder list as required by these By-Laws. The Secretary shall duly give notice of all meetings of the stockholders, the Board of Directors and committees of the Board, if any.

4.10.    Treasurer. The Treasurer shall keep accurate accounts of all moneys of the Corporation received or disbursed. He or she shall deposit all moneys, drafts and checks in the name of and to the credit of the Corporation in such banks and depositories as the Board of Directors shall from time to time designate. The Treasurer shall have power to endorse for deposit all notes, checks and charts received by the Corporation. The Treasurer shall render to the Board of Directors or the Chief Executive Officer of the Corporation, whenever required, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

4.11.    Authority and Other Duties. The officers of the Corporation shall be subject to the supervision and direction of the Board of Directors and, in addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such other duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors. Unless expressly prohibited by a resolution adopted by the Board of Directors, an officer elected or appointed by the Board may, without the approval of the Board, delegate some or all of the duties and powers of his or her office to other persons.

V. Indemnification.

5.01.    Indemnification. The Corporation shall indemnify its officers and directors, and Common officers and directors, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by the Delaware General Corporation Law, as amended from time to time. The determination of whether any such person is eligible for indemnification under this Section 5.01 shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders, provided, however, that is a Change in Control (as deemed below) has occurred and the person seeking indemnification so requests, a determination of whether such person is eligible for indemnification under this Section 5.01 shall be made in a written opinion rendered by independent legal counsel chosen by the person seeking indemnification and not reasonably objected to by the Board of Directors, and such determination shall be binding on the Corporation. The fees and expenses of such independent counsel shall be paid by the Corporation. For such purpose, (X) “Independent legal counsel” shall mean legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or has performed services for the Corporation or the person seeking indemnification within the previous three years; and (Y) a “Change in Control” shall be deemed to have occurred if:

(i)    a majority of the directors of the Corporation shall be persons other than persons (A) who were directors of the Corporation on the date this Section was adopted, (B) for whose election proxies shall have been solicited by the Board of Directors or (C) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by newly-created directorships or the death or resignation (but not removal) of a director;

(ii)    Thirty percent (30%) or more of the outstanding shares of voting stock of the Corporation is acquired or beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor rule thereto) by any person (other than the Corporation, a subsidiary of the Corporation or the person seeking indemnification) or group of persons, not including the person seeking indemnification, acting in concert;

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(iii)    the stockholders of the Corporation approve a definitive agreement or plan to (A) merge or consolidate the Corporation with or into another corporation (other than (1) a merger or consolidation with a subsidiary of the Corporation or (2) a merger in which the Corporation is the surviving corporation and to outstanding voting stock of the Corporation (other than fractional shares) held by stockholders immediately before the merger is converted into cash, securities, or other property), (B) sell or otherwise dispose of all or substantially all of the assets of the Corporation (in one transaction or a series of transactions) or (C) liquidate or dissolve the Corporation, unless a majority of the voting stock (or the voting equity interest) of the surviving corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Corporation (in the case of a merger, consolidation or disposition of assets) is, immediately following the merger, consolidation or disposition of assets, beneficially owned by the person seeking indemnification or a group of persons, including the person seeking indemnification, acting in concert; or

(iv)    the Corporation enters into an agreement in principle or a definitive agreement relating to an event described in clause (i), (ii) or (iii) above which ultimately results in an event described herein, or a tender or exchange offer or proxy contest is commenced which ultimately results in an event described therein.

5.02.    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent or another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense asserted against or incurred by such person in or arising from that capacity, or arising out of his or her status as such, whether or not the Corporation would otherwise have the power or the obligation to indemnify the person against such liability or expense. The Company shall not be obligated under these By-Laws to make any payment in connection with any claim made against any person if and to the extent that such person has actually received payment therefor under any insurance policy or policies.

5.03.    Expenses Payable in Advance. Expenses (including attorneys’ fees and expenses) incurred by a director or officer, or a former director or officer, in defending, investigating, preparing to defend, or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or claim against him or her, whether civil or criminal, shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim upon receipt by the Corporation of a request therefor and an undertaking by or on behalf of the director or officer, or former director or officer, to repay such amounts if it ultimately shall be determined that he or she is not entitled to be indemnified by the Corporation.

VI. Stock.

6.01.    Certificates for Stock.

(i)    The shares of stock of the Corporation shall be either certificated or uncertificated.

(ii)    Every holder of duly issued certificated shares of stock in the Corporation shall be entitled to a certificate, to be in such form as shall be prescribed by the Board of Directors, certifying the number of shares owned by him or her. The certificates for such shares shall he numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chairman, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of the Corporation, if any, shall be affixed thereto.

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(iii)     A certificate representing shares of stock issued by the Corporation shall, if the Corporation is authorized to issue shares of more than one class or series, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the powers, designations, preferences and relative, participating optional or other special rights of each class or series of stock and the qualifications, limitations or restrictions of such preferences and/or rights of each class or series authorized to be issued.

(iv)    The Board of Directors may provide by resolution that some or all shares of any or all classes and series of the stock of the Corporation will be uncertificated. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation.

6.02.    Issuance of Stock. The Board of Directors is authorized to cause to be issued stock of the Corporation up to the full amount authorized by the Certificate of Incorporation in such amounts and for such consideration as may be determined by the Board of Directors. No shares shall be allotted except in consideration of cash, labor, personal or real property (or leases thereof), or a combination of the foregoing, or of an amount transferred from surplus to stated capital upon a stock dividend. At the time of such allotment of stock, the Board of Directors shall state its determination of the fair value to the Corporation in monetary terms of any consideration other than cash for which shares are allotted. The amount of consideration to be received in cash or otherwise shall not be less than the par value of the shares so allotted. Stock so issued shall be fully paid and nonassessable. Treasury shares may be disposed of by the Corporation for such consideration as may be fixed by the Board of Directors, or by the stockholders if the Certificate of Incorporation so provides.

6.03.    Partly Paid Stock. The Corporation may issue the whole or any part of its stock as partly paid and subject to call for the remainder of the consideration to be paid therefor. The total amount of the consideration to be paid for any partly paid stock and the amount paid thereon shall be stated upon the face or back of each certificate issued to represent any such partly paid stock (or, in the case of uncertificated stock, on the books and records of the Corporation), the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. The Board of Directors may, from time to time, demand payment in respect of each share of stock not fully paid, of such sum of money as the necessities of the business may, in the judgment of the Board of Directors, require, not exceeding in the whole the balance remaining unpaid on such stock, and such sum so demanded shall be paid to the Corporation at such times and by such installments as the directors shall direct.

6.04.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.05.    Transfer of Stock. Transfers of stock on the books of the Corporation may be authorized only by the stockholder named in the certificate, the stockholder’s legal representative or the stockholder’s duly authorized attorney-in-fact and upon surrender of the certificate or the certificates for such stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. No new certificate or certificates shall be issued in exchange for any existing certificate until such certificate shall have been so canceled, except in cases provided for in Section 6.06.

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6.06.    Lost, Stolen or Destroyed Certificates. Any stockholder claiming a certificate for stock to be lost, stolen or destroyed shall make an affidavit of that fact in such form as the Corporation may require and shall, if the Corporation so requires, give the Corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the Corporation, to indemnify the Corporation against any claims which may be made against it on account of the alleged loss, theft or destruction of the certificate or issuance of such new certificate. A new certificate may then be issued for the lost, stolen or destroyed certificate.

6.07.    Facsimile Signatures. Any or all of the signatures of the officers or agents of the Corporation on any stock certificate may be facsimiles. In case any officer, transfer agent or registrar who was signed or whose facsimile signature has been placed on any such certificate shall cease to be such officer, transfer agent or registrar before such certificate is issued, it nevertheless may be issued by the Corporation as though the person who signed such certificate or whose facsimile signature or signatures had been placed thereon were such officer, transfer agent or registrar at the date of issue.

VII. Miscellaneous.

7.01.    Dividends.

(i)    Subject to any restrictions contained in the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of the Corporation’s capital stock from the Corporation’s surplus, or if there be none, out of its net profits for the current fiscal year and/or the preceding fiscal year. Dividends may be paid in cash, in property or in shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

(ii)    If the dividend is to be paid in shares of the theretofore unissued capital stock of the Corporation, the Board of Directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the Board of Directors; provided, however, that no such designation as capital shall be necessary if shares are being distributed by the Corporation pursuant to a split-up or division of its stock.

7.02.    Interested Directors and Officers. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason, or solely because an interested director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her vote is counted for such purpose, if: (a) the material facts as to his or her relationship or interest and as to the contact or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his or her relationship or interest and as to the contractor transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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7.03.    Voting Securities Held by the Corporation. Unless otherwise ordered by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman, Chief Executive Officer, President, Executive Vice President or the Chief Financial Officer and any such officer may, in the name of and on behalf of the Corporation, take all such action as such officer may deem advisable to vote in person or by proxy at any meeting of security holders of other corporations in which the Corporation may hold securities, and at any such meeting such officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the Corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

7.04.    Execution of Instruments.

(i)    All deeds, mortgages, notes, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Corporation shall be signed on behalf of the Corporation by the Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer or any Vice President, or by such other person or persons as may be designated from time to time by the Board of Directors.

(ii)    If a document must be executed by persons holding different offices or functions and one person holds such offices or exercises such functions, that person may execute the document in more than one capacity if the document indicates each such capacity.

7.05.    Advances. The Corporation may, without a vote of the directors, advance money to its directors, officers or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.

7.06.    Fiscal Year. The fiscal year end of the Corporation shall be the last Sunday in December or such other date as may be fixed from time to time by resolution of the Board of Directors.

7.07.    Corporate Seal. The corporate seal, if one is adopted by the Board of Directors, shall be circular in form and shall have inscribed thereon the name of the Corporation, the word “Delaware” and the words “Corporate Seal”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise placed on any document requiring it.

7.08.    Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

7.09.    Power to Amend. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, if such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any annual meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal these By-Laws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal these By-Laws except as otherwise provided in these By-Laws or the Certificate of Incorporation.

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EX-3.13

Exhibit 3.13

ARTICLES OF RESTATEMENT OF

ARTICLES OF INCORPORATION

OF

ADVANCE STORES COMPANY. INCORPORATED

1.    The name of the Corporation is Advance Stores Company, Incorporated.

2.    The Articles of Incorporation are restated and attached hereto as Exhibit A.

3.    The restatement was recommended and submitted to the Corporation’s sole shareholder by the board of directors of the Corporation.

4.    The restatement contains an amendment requiring shareholder approval and was adopted by unanimous consent of the sole shareholder of the Corporation.

5.    The restatement shall be effective at the time a certificate therefore is issued by the State Corporation Commission.

Dated: May 29, 1998

ADVANCE STORES COMPANY INCORPORATED

By: /s/Garnett E. Smith

Name: Garnett E. Smith

Title: President

By: /s/ J. O’Neil Leftwich

Name: J. O’Neil Leftwich

Title: Secretary

EXHIBIT A

RESTATED

ARTICLES OF INCORPORATION

OF

ADVANCE STORES COMPANY. INCORPORATED

1.    Name. The name of the Corporation is ADVANCE STORES COMPANY, INCORPORATED

2.    Powers. The Corporation shall have in addition to those powers that corporations have and may exercise under the laws of the Commonwealth of Virginia. Including te provisions of the Virginia Stock Corporation Act. The power to act as an agent in soliciting, negotiating, procuring or effecting contracts of insurance on behalf of an insurer or receiving or sharing, directly or indirectly, any commission or other valuable consideration arising therefrom.

3.    Authorized Shares. The aggregate number of share of capital stock of the Corporation shall be 5,000 shares of Class A Common Stock, par value $100.00 per share. The Board of Directors shall have the authority, by an adoption of an amendment to these Articles, to fix, in whole or in part, the preferences, limitations and relative rights of one or more series within a class before the issuance of any shares of that series.

The holders of a majority of all votes entitled to cote at a meeting of shareholders at which a quorum exists on (i) a plan of merger, (ii) a plan of statutory share exchange, (iii) a sale of other disposition of all or substantially all the Corporation’s assets otherwise than in the usual and regular course of business, (iv) a dissolution or (v) an amendment of these Articles shall be sufficient for approval of such transactions. Shareholders of the Corporation shall not have under these Articles any preemptive right to acquire proportional amounts of the Corporation’s unissued shares upon the decision of the board of directors to issue any such share. Special meetings of the shareholders may be called if the holders of at least a majority of all votes entitled to be cast on any issue proposed to be considered at a special meeting sign, date, and deliver to the Corporation’s secretary one or more written demands for the meeting describing the purposes for which it is to be held.

The terms and relative rights of the Common Stock are as follows:

(A) Voting Rights. The holders of each share of Class A Common Stock shall be entitled to one vote per share on all matters to be voted on by shareholders that are submitted to a vote of shareholders.

(B) Dividend Rights. Subject to the rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of Common Stock shall be entitled to receive, out of any funds of the Corporation legally available therefor such dividends as may be declared from time to time by the Board of Directors.

(C) Liquidation Rights. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. The shareholders shall be entitled to share all assets remaining after payment of all debts and other liabilities of the Corporation.

4.    Affiliated Transactions and Control Share Acquisitions. The Corporation shall not be governed by the provisions of Article 14 and Article 14.1 of the Virginia Stock Corporation Act.

5.    Indemnification.

(A) In the Article:

“applicant” means the person seeking indemnification pursuant to this Article.

“expenses” includes counsel fees.

“liability” means the obligation to pay a judgement, settlement, penalty, fine.

Including any exercise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.

“party” included an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(B)    In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director, or officer of the Corporation shall be liable to the corporation or its shareholders for monetary damaged with respect to any transaction, occurrence of course of conduct, whether prior of subsequent to the effective date of this Article, except that this Article shall not exclude liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.

(C)     The Corporation may indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was serving at the request of the Corporation as a director, trustee, partner, or officer of another corporation, or (ii) any director of officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise, involve services by him to the plan or to participants in of beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer in respect of any proceedings arising from any act or omission. Whether occurring before or after the execution of such contract.

(D)    No amendment or repeat of the Article shall have any effect on the rights provided under this Article (including rights under any agreement entered into in accordance with this Article) with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article (including rights under any agreement entered into in accordance with the Article) and shall promptly pay or reimburse all expenses, including attorneys’ fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

(E)    The termination of any proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in section (B) or (C) or this Article.

(F)    Any indemnification under section ( C) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is permissible in the circumstances.

Unless otherwise provided by resolution of the Board of Directors or pursuant to any agreement entered into in accordance with this Article and applicable laws of the Commonwealth of Virginia, the determination shall be made:

(i)    By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding:

(ii)    If a quorum cannot be obtained under subsection (i) of this section by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding:

(iii)    By special legal counsel:

(a)    Selected by the Board of Directors or its committee in the manner prescribed in subsection (i) or (ii) of this section: or

(b)    If a quorum of the Board of Directors cannot be obtained under subsection (i) of this section and a committee cannot be designated under subsection (ii) of this section, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate: or

(iv)    By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination

    Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under subsection (iii) of this section (F) to select counsel.

(G)    (i)    The Corporation may pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under section (F) if the applicant furnished the corporation:

(a)    A written statement of his good faith belief that he has met the standard of conduct described in section ( C): and

(b)    A written undertaking, executed personally or on his behalf, which may be included within an indemnification agreement, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(ii)    The undertaking required by paragraph (b) of subsection (i) of this section shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(iii)    Authorization of payments under this section shall be made by the person specified in section (I).

(H)    The Board of Directors is hereby empowered by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in section (B) or ( C) of this Article who was, is or may become a party to any proceeding, by reason of the fact that he is ow was an employee, consultant, representative or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee, consultant, representative of agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, to the same extent as if such person were specified as one to whom indemnification may be granted in section ( C). The provisions of sections (D) through (G) of this Article shall be applicable to any indemnification provided hereafter pursuant to this section (H).

(I)    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, consultant, representative or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, consultant, representative or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

(J)    Every reference herein to directors, officer, employees, consultants, representative or agents shall include former directors, officers, employees, consultants, representative and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any person may he entitled, including any right under policies of insurance that by be purchased and maintained by the Corporation or others, with respect to claims, issues, or matters in relation to which the Corporation would not have the power to indemnify such person under the provision of this Article. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnify to the fullest extent permitted by the applicable law, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interested funded by letters of credit or other means and agreements to reimburse expenses incurred in connection with any proceeding) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws, or arrangements): provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that is determined to be prohibited by this Article or applicable laws of the Commonwealth of Virginia.

(K)    Each provision of this Article shall be servable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

DATED: May 29, 1998

By: /s/ J. O’Neil Leftwich

Name: J. O’Neil Leftwich

Title: Secretary                 

EX-3.14

Exhibit 3.14

AMENDED

BYLAWS

OF

ADVANCE STORES COMPANY, INCORPORATED

ARTICLE I.

Meetings of Shareholders.

1.1    Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as from time to time may be fixed by the Board of Directors.

1.2    Annual Meetings. The annual meeting of the shareholders, for the election of Directors and the transaction of such other business as may properly come before the meeting, shall be held in each year in the second week in May, at 2:00p.m., if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

1.3    Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board, the Chief Executive Officer or the President, by a majority of the Board of Directors, or by shareholders together holding at least 20% of the number of shares of the Corporation at the time outstanding and entitled to vote with respect to the business to be transacted at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4    Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the share transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy, without objection, or if notice is waived in writing by those not present, either before or after the meeting.

1.5    Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting.

1.6    Voting. At any meeting of the shareholders, each shareholder of a class entitled to vote on any matter coming before the meeting shall, unless otherwise provided in the Articles of Incorporation, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his name on the books of the Corporation on the date, not more than seventy days prior to such meeting, fixed by the Board of Directors as the record date for the purpose of determining shareholders entitled to vote. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact.

1.7    Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly east.

1.8    Action Without Meeting. Any action required or permitted to be taken at a shareholder’s meeting may be taken without a meeting and without action by the board of directors if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced

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by one or more written consents describing the action taken, signed by all shareholders entitled to vote on the action and delivered to the Secretary of the Corporation. Any action taken by unanimous consent shall be effective according to its terms when all consents are in the possession of the Corporation, unless written notice of withdrawal of any such consent is delivered to the Corporation prior to the time that all consents are in possession of the Corporation. Any action taken pursuant to this Section 1.8 shall be effective as of the date specified therein provided the consent states the date of execution by each shareholder.

ARTICLE II.

Directors.

2.1    General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

2.2    Number of Directors. The number of Directors constituting the Board of Directors shall be not less than five nor more than nine, such number to be fixed from time to time by resolution of the Board of Directors.

2.3    Election and Removal of Directors; Quorum.

(a)    Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b)    Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office, with or without cause, at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors.

(c)    Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the next shareholders’ meeting at which directors are elected.

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(d)    A majority of the number of Directors prescribed in these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4    Meetings of Directors. (a) An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the Chief Executive Officer or any of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, without objection, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board shall state the purpose of the meeting.

(b)    Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.

(c)    Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken and signed by each Director either before or after the action taken. Any action taken pursuant to this Section shall be effective when the last Director executes the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date of execution by each director.

2.5    Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

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2.6    Eligibility for Service as a Director. Except for persons serving as Directors as of January I, 1998, no person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation. Any person elected a Director prior to age 70 shall retire from the Board upon attaining that age, provided that any person serving as a Director on the date of the adoption of this Bylaw shall be entitled to serve out his term regardless of age.

ARTICLE III.

Committees.

3.1    Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may elect an Executive Committee which shall consist of not less than two Directors, including the Chief Executive Officer. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these Bylaws, provided that the Executive Committee shall not have power to (i) approve or recommend to shareholders action that the Virginia Stock Corporation Act requires to be approved by shareholders; (ii) fill vacancies on the Board or on any of its committees; (iii) amend the Articles of incorporation pursuant to §13.1-706 of the Virginia Code; (iv) adopt, amend, or repeal the Bylaws; (v) approve a plan of merger not requiring shareholder approval; (vi) authorize or approve a distribution, except according to a general formula or method prescribed by the Board of Directors; or (vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, other than within limits specifically prescribed by the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

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3.2    Audit Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may elect an Audit Committee which shall consist of not less than two Directors. The Audit Committee shall consider and report to the Board with respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

3.3    Other Committees. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3.4    Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.

3.5    Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3.6    Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.7    Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the Chief Executive Officer or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

3.8    Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by a majority of the number of Directors fixed by these Bylaws.

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ARTICLE IV.

Officers.

4.1    Election of Officers; Terms. The officers of the Corporation shall consist of a Chief Executive Officer, a Secretary and a Chief Financial Officer. Other officers, including a Chairman of the Board, a President, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine.

4.2    Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3    Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4.4    Duties of the Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in these Bylaws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the Chief Executive Officer shall preside at all corporate meetings. He may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or

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other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board of Directors.

4.5    Duties of the President and Vice-Presidents. The President and each Vice-President, if any, shall have such powers and duties as may from time to time be assigned to him by the Chief Executive Officer or the Board of Directors. The President and any Vice-President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the Chief Executive Officer to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.6    Duties of the Chief Financial Officer. The Chief Financial Officer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit alimonies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors, the Audit Committee or the Chief Executive Officer. The Chief Financial Officer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

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4.7    Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all share certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.

4.8    Compensation. The Board of Directors shall have authority to fix the compensation, if any, of all officers of the Corporation.

ARTICLE V.

Capital Stock.

5.l    Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of shares of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

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5.2    Lost, Destroyed and Mutilated Certificates. Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5.3    Transfer of Shares. The shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holder in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5.4    Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

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ARTICLE VI.

Miscellaneous Provisions.

6.1    Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

6.2    Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

6.3    Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

6.4    Amendment of Bylaws. Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

6.5    Voting of Shares Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the Chief Executive Officer may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the vote which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the Chief Executive Officer shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation, and under its corporate seal or otherwise, such

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written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the Chief Executive Officer may himself attend any meetings of the holders of shares or other securities of any such other corporation and there vote or exercise any or all power of the Corporation as the holder of such shares or other securities of such other corporation.

ARTICLE VII.

Emergency Bylaws.

The Emergency Bylaws provided in this Article VII shall be operative during any emergency, notwithstanding any different provision in the preceding Articles of these Bylaws or in the Articles of Incorporation of the Corporation or in the Virginia Stock Corporation Act (other than those provisions relating to emergency bylaws). An emergency exists if a quorum of the Corporation’s Board of Directors cannot readily be assembled because of some catastrophic event. To the extent not inconsistent with these Emergency Bylaws, the Bylaws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency Bylaws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a)    Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other persons referred to in (b) below.

(b)    At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of Directors fixed at the time by Article II of the Bylaws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, shall be deemed Directors for such particular meeting below as necessary to achieve a quorum as determined by the following provisions and in the following order of priority:

Advance Stores Company, Incorporated Bylaws

        Amended as of April 16, 1999

12

(i)    The President or Vice-Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii)    All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii)    Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c)    The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d)    The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do. No officer, Director or employee shall be liable for action taken in good faith in accordance with these Emergency Bylaws.

These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

Advance Stores Company, Incorporated Bylaws

        Amended as of April 16, 1999

13

FIRST AMENDMENT TO

THE AMENDED BYLAWS

OF

ADVANCE STORES COMPANY, INCORPORATED

THIS FIRST AMENDMENT TO THE AMENDED BYLAWS of Advance Stores Company, Incorporated, a Virginia corporation (the “Corporation”), is made effective as of November 25, 2013, as follows:

1. Section 2.2 of Article II of the Amended Bylaws of the Corporation is deleted in its entirety and replaced with the following text:

“2.2 Number of Directors.    The number of Directors constituting the Board of Directors shall be three (3). This number may be changed at any time by a resolution adopted by the Board of Directors.”

2. In all other respects, except as amended hereunder, the Amended Bylaws of the Corporation shall remain unchanged.

First Amendment to Amended Bylaws- Advance Stores Company Incorporated

EX-3.15

Exhibit 3.15

Commonwealth of Virginia

State Corporation Commission

Richmond, April 15, 1998

This is to certify that the certificate of incorporation of

Advance Trucking Corporation

Was this day issues and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business. Effective date:

April 15, 1998

State Corporation Commission

By: /s/ William J. Bridge

Name: William J. Bridge

Title: Clerk of the Commission

ARTICLES OF INCORPORATION

OF

ADVANCE TRUCKING CORPORATION

I hereby act as incorporator of a stock corporation under the provisions of the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of Virginia of 1950, as amended, and I hereby declare and establish the following as the Articles of Incorporation of such corporation:

ARTICLE I. NAME

The name of the Corporation is Advance Trucking Corporation.

ARTICLE II. PURPOSES AND POWERS

The Corporation shall have the power to hold title to vans, trucks, tractors and trailers covered by certificates of title issued under the laws of any jurisdiction in the United States of America and used in the distribution and delivery of inventory and to carry on any business not prohibited by law or required to be stated in these articles.

ARTICLE III. CAPITAL STOCK

The aggregate number of shares of capital stock which the Corporation shall have authority to issue is as follows:

CLASS	NUMBER OF SHARES
Common	5,000

ARTICLE IV. REGISTERED OFFICE

The address of the initial registered office of the Corporation is 5673 Airport Road. N.E., Roanoke, Virginia 24012, located in the County of Roanoke, Virginia.

The initial registered agent of the Corporation is J. O’Neil Leftwich, a resident of Virginia and a director of the Corporation, whose business office is the same as the registered office of the Corporation.

ARTICLE V. DIRECTORS

The number of directors constituting the Board of Directors of the Corporation is two, and the names and addresses of the persons who are to serve as the initial directors are:

NAME	ADDRESS
Garnett E. Smith	522 Anchor Drive Moneta, Virginia 24121
J. O’Neil Leftwich	616 Cooper Circle Roanoke, Virginia 24019

ARTICLE VI. PRE-EMPTIVE RIGHTS

No holder of shares of any class of stock of the Corporation shall have any pre-emptive or preferential right to purchase or subscribe to (i) any shares of any class of stock of the Corporation whether now or hereafter authorized, (ii) any warrants, rights, or options to purchase any such stock, or (iii) any securities or obligations convertible into any such stock or into warrants, rights, or options to purchase any such stock.

ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

A.    Each director and officer who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) may be indemnified by the Corporation against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with the Corporation or otherwise by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except there shall

be no indemnification in relation to matters as to which he shall have been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such director or officer.

B.    The Corporation is empowered to contract in advance to indemnify any director or officer to the extent indemnification is granted under Section A. The Board of Directors is also empowered to cause the Corporation to indemnify or contract in advance to indemnify any other person not covered by Section A who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted under Section A.

C.    The Corporation may advance, pay for and/or reimburse the reasonable expenses incurred by an officer or director who is a party to any proceeding in advance of the final disposition thereof if (i) the officer or director furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Sections A and (ii) the officer or director famishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. The undertaking required by clause (ii) above shall be an unlimited general obligation of the officer or director but need not be secured and may be accepted without reference to financial ability to make repayment.

D.    The foregoing provisions are intended to provide indemnification with respect to those monetary damages of which the Virginia Stock Corporation Act permits the limitation or elimination of liability. In addition, to the full extent, if any, that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended. permits the limitation of elimination of the liability of directors, a director of the Corporation shall not be liable to the Corporation or its stockholders in any amount whatsoever for monetary damages arising out of a single transaction, occurrence or course of conduct.

E.    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership. joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article,

F,    The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption, No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

G,    Except to the extent inconsistent with this Article, terms used herein shall have the same meanings assigned them in the Indemnification Article of the Virginia Stock Corporation Act, as now in effect or hereafter amended. Without limitation, it is expressly understood that reference herein to Directors, Officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.

By: /s/ Douglas W. Densmore

Name: Douglas W. Densmore

Title: Incorporator

EX-3.16

Exhibit 3.16

BYLAWS

OF

ADVANCE TRUCKING CORPORATION

ARTICLE I

Stockholders

The stockholders of the company shall be those who appear on the books of the company as holders of one or more shares of the capital stock, and the records of the company shall be the only evidence as to who are the stockholders.

ARTICLE II

Meeting of the Stockholders

Section 1. The annual meeting of the stockholders of the company shall be held on the second Tuesday in the second month following the end of the company’s fiscal year at the office of the company, unless otherwise stated in the notice of the meeting.

Section 2. Special meetings of the stockholders may be called by the President, the Board of Directors or the holders of not less than one-third of all of the shares entitled to vote at such meeting.

Section 3. Notices of meetings of the stockholders and waivers of such notices shall be given or accepted in accordance with the appropriate provisions of the Virginia Stock Corporation Act.

ARTICLE III

Board of Directors

Section 1. The business and affairs of the company shall be managed by a Board of Directors subject to any requirement of stockholder action required by law. The Board of Directors shall be composed of two members. This number may be changed at any time by amendment of these bylaws.

Section 2. The Directors shall be elected at each annual meeting of the stockholders.

Section 3. The Board of Directors shall hold its meetings at such time and place as it may designate, or in absence of designation by the Board of Directors, at such place as shall be designated in the notice, and a meeting may be called at any time by the President, or by any director. Reasonable notice of the time and place of each meeting of the directors shall be given to all directors. A majority of the qualified members shall constitute a quorum.

ARTICLE IV

Officers

The executive officers of the company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors each year as soon after the annual meeting of the stockholders as conveniently may be, and such other officers as may from time to time be elected or appointed by the Board of Directors. To the extent permitted by law, one person may hold more than one office in the company.

2

ARTICLE V

President and Vice President

Section 1. The President shall be the chief executive officer of the company. He shall attend and preside at all meetings of the Board of Directors, exercise general supervision over the property, business and affairs of the company, and do everything and discharge all duties generally pertaining to his office as the executive head of a company of this character, subject to the control of the Board of Directors. He shall at each annual meeting of the stockholders render a general report of the company’s condition and business.

Section 2. In case of the absence of the President, or his inability to act, his duties shall be performed by the Vice President, who, in that event, shall have and exercise all of the above specific powers of the President. Otherwise, the Vice President shall perform such duties as may be prescribed by these bylaws or by the Board of Directors.

Section 3. In the absence of both the President and Vice President the Board of Directors may designate some other one of their number to discharge such executive duties as may be required.

ARTICLE VI

Treasurer

The Treasurer shall., to the extent provided by the Directors, have charge and custody of the funds, securities of whatsoever nature, and other like property of the company. The Board of Directors shall designate the officer or officers, or other persons, who shall give, negotiate or endorse checks, notes and bills as may be required for the business of the company. The Treasurer shah have authority to collect funds of the company and shall deposit same in such bank or banks as the Board of Directors from time to time designate, and the same shall not be

3

withdrawn thereafter except by checks executed in accordance with authority of the Board of Directors. The Board of Directors may from time to time appoint one or more persons who may exercise some or all of the authority of the Treasurer, either alone or in conjunction with the Treasurer, and who in such capacity shall be Assistant Treasurer(s) of the Company.

ARTICLE VII

Secretary

The Secretary shall sign, with the President or Vice President, all certificates of stock. The Secretary shall keep a book containing the names of all persons who are now or may hereafter become stockholders of the company, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners of such shares; he shall keep a record of the proceedings of the meetings of the stockholders and directors of the company; he shall have charge of the seal of the company, and shall perform such other duties as pertain to said office, or as the President or Board of Directors may from time to time require. The Board of Directors may from time to time appoint one or more persons who may exercise some or all of the authority of the Secretary, either alone or in conjunction with the Secretary, and who in such capacity shall be Assistant Secretary(s) of the Company.

ARTICLE VIII

Dividends

The Board of Directors of the company may, from time to time, declare and the company may pay, dividends on its shares only in accordance with the provisions of Section 13.1-653 of the Virginia Stock Corporation Act.

4

ARTICLE IX

Corporate Seal

The corporate seal of the company shall be impressed upon the margin of this page.

ARTICLE X

Fiscal Year

The fiscal year of the company shall end on December 31 of each year.

The foregoing bylaws of Advance Trucking Corporation were duly adopted by unanimous consent of the directors in lieu of a special meeting of the Board of Directors of the corporation effective April 15 , 1998.

By: /s/J. O’Neil Leftwich

Name: J. O’Neil Leftwich

Title: Secretary

5

FIRST AMENDMENT TO

THE BYLAWS

OF

ADVANCE TRUCKING CORPORATION

THIS FIRST AMENDMENT TO THE BYLAWS of Advance Trucking Corporation, a Virginia corporation (the “Corporation”), is made effective as of November 25, 2013, as follows:

1. Section 1 of Article III of the Bylaws of the Corporation is deleted in its entirety and replaced with the following text:

“Section 1. The business and affairs of the company shall be managed by a Board of Directors subject to any requirement of stockholder action required by law. The number of Directors constituting the Board of Directors shall be three (3). This number may be changed at any time by a resolution adopted by the Board of Directors.”

2. In all other respects, except as amended hereunder, the Bylaws of the Corporation shall remain unchanged.

First Amendment to Bylaws- Advance Trucking Corporation

EX-3.17

Exhibit 3.17

AACR.5 Examiner Name Approved	FEDERAL IDENTIFICATION NO. 04-2261826                            The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) We, Todd G. Patkin                                                                                  ., Co-President                                                                                                                      *Resident/*Vice President, and Todd G. Patkin                                                                                                      , *Clerk/*Assistant Clerk, of Foreign Autopart, Inc.                                                                                                                                                   , (Exact name of corporation) located at 1205 US Route 1, Sharon, MA 02067                                                                                                              , (Street address of corporation in Massachusetts) certify that these Articles of Amendment affecting articles numbered: Article 1 (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended) of the Articles of Organization were duly adopted at a meeting held on December, 22, 1999, by vote of:     250         shares of     Common - Series A Voting         of         250             shares outstanding, (type, class & series, if any)                  shares of                                          of                          shares outstanding, and (type, class & series, if any)                  shares of                                          of                          shares outstanding, (type, class & series, if any)
C       ☐   P       ☐   M      ☐ R.A.    ☐	1**being at least a majority of each type, class or series outstanding and entitled to vote thereon: / or 2**boing-at least two third of each typo, class of series outstanding and entitled to vote therein and of each type, class or series of sales whose rights are adversely affected thereby:
4       P.C.	*Delete the inapplicable words.                 **Delete the inapplicable clause. 1 For amendments adopted pursuant to Chapter 156B, Section 70. 2 For amendments adopted pursuant to Chapter 156B, Section 71. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

VOTED: That, effective as of January 1, 2000, Article 1 of the Articles of Organization of the Corporation be amended to read in its entirety as follows:

“1. The name of the corporation is:

Autopart International, Inc.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: January 1, 2000.

SIGNED UNDER THE PENALTIES OF PERJURY, this 22^nd day of December, 1999

	Co-President
/s/ Todd G. Patkin                                                                                                                   ,	*Residents/ *Vice President,
Todd G. Patkin	☒                     ☐

/s/ Todd G. Patkin                                                                                                                   ,	,*Clerk / *Assistant Clerk.
Todd G. Patkin	☒                    ☐

*Delete  the inapplicable words.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $100 having been paid, said articles are deemed to have been filed with me this 23rd day of December 1999.

Effective date: January 1, 2000

WILLIAM FRANCIS GALVIN Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

Photocopy of document to be sent to:

Daniel R. Avery, Esq.

Goulston & Storrs, 400 Atlantic Avenue

Boston, MA 02110

      Examiner The Commonwealth of Massachusetts   OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE MICHAEL J. CONNOLLY, Secretary ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT	FEDERAL IDENTIFICATION
General Laws, Chapter 156B, Section 72	NO. 04-2261826

We	Stephen J. Patkin	President/Vice President, and
	James D. Patkin	Clerk/Assistant Clerk of

	Foreign Autopart, Inc.
	(EXACT Name of Corporation)
	located at:	1205 U.S. Route 1, Sharon, MA 02067
		(MASSACHUSETTS Address of Corporation)
	do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED: 3 and 4
Name Approved
	(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
	of the Articles of Organization were duly adopted at a meeting held on August 25, 1993, by vote of:
	10 shares of common stock out of 10 shares outstanding,                     type, class & series, (if any)
	shares of                      out of                      shares outstanding, and                         type, class & series, (if any)
	shares of                      out of                      shares outstanding,                         type, class & series, (if any)
	CROSS OUT	XXXXXXX
	INAPPLI-	XXXXXXX
	CABLE	being at least two-thirds of each type, class or series outstanding and entitled to vote
	CLAUSE	thereon and of each type, class or series of stock whose rights are adversely affected thereby:

C	☐
P	☐
M	☐	1   For amendments adopted pursuant to Chapter 156B, Section 70.
R.A.	☐	2   For amendments adopted pursuant to Chapter 156B, Section 71.
4		Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 81⁄2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.
P.C.

To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following: The total presently authorized is:
WITHOUT PAR VALUE STOCKS			WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES		TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:		500	COMMON:
PREFERRED:			PREFERRED:
CHANGE the total authorized to: WITHOUT PAR VALUE STOCKS			WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES		TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:			COMMON:
Series A Voting		500
Series B Non-Voting		1,000
PREFERRED:			PREFERRED:

VOTED: That Article 3 of the Articles of Organization of the Corporation be and hereby is amended by increasing the authorized capital stock from five hundred (500) shares of common stock, without par value, to one thousand five hundred (1,500) shares of common stock, without par value, of which the existing five hundred (500) shares of common stock shall be designated as Series A Voting common stock, without par value, and the additional one thousand (1,000) shares of common stock shall be designated as Series B Non-Voting common stock, without par value.

VOTED: That Article 4 of the Articles of Organization of the Corporation be and hereby is amended to add the following preferences, voting powers, qualifications and special or relative rights or privileges of both series of capital stock of the Corporation:

“That the relative preferences, qualifications and special or relative rights or privileges of both series of common stock shall be the same, except that the shares of Series A Voting common stock shall be entitled to voting rights and the shares of Series B Non-Voting common stock shall not be entitled to voting rights.”

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE:                                 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 25th day of August, in the year 1993.

/s/ Stephen J. Patkin	President/ XXXXXXX
Stephen J. Patkin
/s/ James D. Patkin	Clerk/ XXXXXXX
James D. Patkin

THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT GENERAL LAWS, CHAPTER 156B, SECTION 72

I hereby approve the within articles of amendment and, the filing fee in the amount of $200.00 having been paid, said articles are deemed to have been filed with me this 25th day of August, 1993. MICHAEL J. CONNOLLY Secretary of State                  TO BE FILLED IN BY CORPORATION PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT   Leslie Crane Slavin, Esq. TO:   Lourie & Cutler, P.C.   60 State Street   Boston, MA 02109   Telephone: (617) 742-6720

081_Filing Fee $200.00

CD 82. 10M-10/80 D830976

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

Secretary of State

          Examiner     ONE ASHBURTON PLACE BOSTON, MASS. 02108 FEDERAL IDENTIFICATION NO. 04-2261826

ARTICLES OF

MERGER OF PARENT AND SUBSIDIARY CORPORATIONS

PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82

The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114.

Make check payable to the Commonwealth of Massachusetts.

*    *    *    *

We, Stephen J. Patkin and James D. Patkin President*/ XXXXXXX and Clerk*/ XXXXXXX of 5 Foreign Autopart, Inc. 042261826

name of corporation

organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows:

1. That the subsidiary corporation(s) to be merged into the parent corporations are/is as follows:

Name		State of Organization	Date of Organization
Foreign Autopart of Massachusetts, Inc.	042484165	Massachusetts	8-31-71

2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation.

3. XXXXXXX

    5     P.C.   *  Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.

4. That at a meeting of the directors of the parent corporation the following vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED: To merge Foreign Autopart of Massachusetts, Inc., a Massachusetts corporation which is wholly owned by the Corporation, into the Corporation, effective December 29, 1986, all upon the terms and conditions stated in the Plan of Merger, a copy of which is attached hereto and made a part hereof, and to authorize the Directors and proper officers of the Corporation to do any and all acts and things, and to make, execute, deliver, file and record any and all instruments which are or become necessary, proper or convenient to carry out or put into effect any of the provisions of the said Plan of Merger or of the merger therein provided for.

NOTE: Votes for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must have a left-hand margin 1 inch wide for binding. Only one side should be used.

PLAN OF MERGER

PLAN OF MERGER approved by resolution adopted on December 19, 1986 by the Board of Directors of Foreign Autopart, Inc., a corporation of the Commonwealth of Massachusetts:

Foreign Autopart, Inc., as the owner of all of the outstanding shares of Foreign Autopart of Massachusetts, Inc., a Massachusetts corporation, hereby merges said wholly owned subsidiary into Foreign Autopart, Inc., effective December 29, 1986.

The shares of Foreign Autopart of Massachusetts, Inc. shall not be converted into shares of Foreign Autopart, Inc., but said shares of Foreign Autopart of Massachusetts, Inc shall, upon the effective date of the merger herein provided for, be surrendered and extinguished without the payment of any cash or the delivery of any other consideration.

FOREIGN AUTOPART, INC.
By:	/s/ Stephen J. Patkin
	Stephen J. Patkin, President
	/s/ James D. Patkin
	James D. Patkin, Clerk
	[corporate seal]

5. The effective date of the merger as specified in the vote set out under Paragraph 4 is December 29, 1986

XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXX XXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX XXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXXXXXXXX

IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 19th day of December, 1986.

/s/ Stephen J. Patkin	President*
Stephen J. Patkin
/s/ James D. Patkin	Clerk*
James D. Patkin

* Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.

The Commonwealth of Massachusetts

JOHN F. X. DAVOREN

Secretary of the Commonwealth

STATE HOUSE, BOSTON, MASS.

ARTICLES OF AMENDMENT

General Laws, Chapter 1568, Section 72

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed: by General Laws, Chapter 1568, Section 114. Make check payable to the Commonwealth of Massachusetts.

We,	Bertram S. Patkin	, President, and
	James D. Patkin	, Clerk of

Foreign Auto Parts Distributors, Inc.

(Name of Corporation)

located at 1205 U.S. Route 1. Sharon, Massachusetts 02067 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on November 30, 1973, by vote of

– 10 –	shares of	[ILLEGIBLE]	out of	– 10 –	shares outstanding,
		(Class of Stock)
	shares of		out of		shares outstanding, and
		(Class of Stock)
	shares of		out of		shares outstanding,
		(Class of Stock)

                                                         being at least a majority of each class outstanding and entitled to vote thereon [XXXXXXXX]

CROSS OUT                                                                                               :                                                                              , and

INAPPLICABLE                             of each class or series of stock whose rights are adversely effected

CLAUSE                                         thereby [XXXXXXXX]

VOTED: To change the name of the corporation to FOREIGN AUTOPART, INC., from its present name, and to so amend the Articles of Organization and By-Laws.

[ILLEGIBLE]

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 30th day of November, in the year 1973.

/s/ Bertram S. Patkin	President/ XXXXXXX
Bertram S. Patkin
/s/ James D. Patkin	Clerk/ XXXXXXX
James D. Patkin

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THE COMMONWEALTH OF MASSACHUSETTS

DEPARTMENT OF CORPORATIONS AND TAXATION

240 STATE HOUSE BOSTON, MASS.

ARTICLES OF ORGANIZATION

We, Rubin Patkin, Stephen Patkin and Ronald G. Kurpand Partha Patkin

being a majority of the directors of

FOREIGN AUTO PARTS DISTRIBUTORS, INC.

elected at its first meeting, in compliance with the requirements of General Laws, Chapter 156, Section 10, hereby certify that the following is a true copy of the agreement of association to form said corporation, with the names of the subscribers thereto:

We, whose names are hereto subscribed, do, by this agreement, associate ourselves with the intention of forming a corporation under the provisions of General Laws, Chapter 156.

The name by which the corporation shall be known is

FOREIGN AUTO PARTS DISTRIBUTORS. INC

The location of the principal office of the corporation in Massachusetts is to be in the city or town of Watertown XXXXXXX

[The business address of the corporation is to be

149 Arsenal Street, Watertown

Street and number (if office building give room number), city or town.

If such business address is not yet determined, give the name and business address of the treasurer or other officer to receive mail.

]

Name and title of officer to receive mail and his complete business address.

The purposes for which the corporation is formed and the nature of the business to be transacted by it are as follows:

To buy, sell, import, export and otherwise deal in, both at wholesale and retail, automobile parts and accessories, both new and used, and to do all things necessary in connection therewith.

To buy, sell and/or lease or rent real estate necessary for the proper conduct of said business.

And, in general, to carry on any other lawful business whatsoever in connection with the foregoing or which is calculated, directly or indirectly, to promote the interest of the corporation or to enhance the value of its properties.

January 8, 1959

Commissioner of Corporations

State House

40 Court Street

Boston, Massachusetts

Dear Sir;

Please be advised that we, Foreign Auto Import, Inc., are agreeable, to the new corporation being named, Foreign Auto Parts Distributor, Inc., to be located at 149 Arsenal Street, Watertown, Massachusetts.

Very truly yours,

/s/ Rubin Patkin

Rubin Patkin, Vice President & Treasurer

RP/pg

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The total capital stock to be authorized is as follows:

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common	500

Restrictions, if any, imposed upon the transfer of shares:

[ILLEGIBLE]

None

A description of the different classes of stock, if there are to be two or more classes, and a statement of the terms on which they are to be created and of the method of voting thereon:

None

Other lawful provisions, if any, for the conduct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

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[If seven days’ notice is given, complete the following paragraph.]

The first meeting shall be called by

of

[If notice is waived, fill in the following paragraph.]

We hereby waive all requirements of the General Laws of Massachusetts for notice of the first meeting of the incorporators for the purpose of organization, and appoint the 12th day of January, 1959, at 10, o’clock A.M., at 149 Arsenal Street, Watertown, Massachusetts as the time and place for holding such first meeting.

The names and residences of the incorporators and the amount of stock subscribed for by each are as follows:

NAME FIRST NAME MUST BE WRITTEN IN FULL Initials and abbreviations are not sufficient.	DOMICIL ACTUAL PLACE OF RESIDENCE MUST BE GIVEN.	SUBSCRIBED AMOUNT OF STOCK SUBSCRIBED FOR PREFERRED COMMON
Rubin Patkin	58 Beltram St. Malden	0
Bertha Patkin	58 Beltram St. Malden	0
Stephen Patkin	58 Beltram St. Malden	0
Ronald G. Karp	58 Beltram St. Malden	0

IN WITNESS WHEREOF we hereto sign our names, this 12th day of January, 1959.

(Type or plainly print the name of each incorporator as signed to the Agreement of Associations.)

/s/ Rubin Patkin	Rubin Patkin
/s/ Bertha Patkin	Bertha Patkin
/s/ Stephen Patkin	Stephen Patkin
/s/ Ronald G. Karp	Ronald G. Karp

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And we further certify that:

The first meeting of the subscribers to said agreement was held on the 12th day of January, 1959

The amount of capital stock now to be issued is as follows:

	NUMBER OF SHARES
CLASS OF STOCK	WITHOUT PAR VALUE		WITH PAR VALUE
Preferred
Common		10

	PREFERRED	COMMON
TO BE PAID FOR:
IN CASH:
In full
By instalments to be paid before commencing business
Amount of installment
IN PROPERTY:
REAL ESTATE
Location
Area
PERSONAL PROPERTY:
Accounts receivable
Notes receivable
Merchandise			10
Supplies
Securities
Machinery
Motor vehicles and trailers
Equipment and tools
Furniture and fixtures
Patent rights
Trade-marks
Copyrights
Goodwill
1IN SERVICES
2IN EXPENSES

¹  No stock shall be at any the issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued, has been actually received or incurred by, or conveyed or rendered to, the corporation, or is in its possession as surplus nor shall any note or evidence of indebtedness, secured or unsecured, of any person to whom stock is issued, be deemed to be payment therefore: and the president, treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue.

²  SERVICES and EXPENSES: Services must have been rendered and expenses incurred before stock is issued therefor State clearly the nature of such services or expenses and the amount of stock to be issued therefore.

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The name, residence, and post office address of each of the officers of the corporation is as follows:

NAME	DOMICIL ACTUAL PLACE OF RESIDENCE MUST BE GIVEN	POST OFFICE ADDRESS HOME OR BUSINESS
President	Ronald G. Karp, 58 Beltram Street, Malden	149 Arsenal St. Wat.
Treasurer	Rubin Patkin, 58 Beltram St. Malden	149 Arsenal St. Wat.
Clerk	Stephen Patkin, 58 Beltram St. Malden	149 Arsenal St. Wet.
Directors	Ronald G. Karp Rubin Patkin Stephen Patkin Bertha Patkin, 58 Beltram St. Malden	149 Arsenal St. Wat.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we hereto sign our names, this twelfth day of January, 1959.

/s/ Rubin Patkin

/s/ Bertha Patkin

/s/ Stephen Patkin

/s/ Ronald G. Karp

THE COMMONWEALTH OF MASSACHUSETTS

RECEIVED

$75.00 CK.

WRITE NOTHING BELOW   Foreign Auto Parts Distributors, Inc.

ARTICLES OF ORGANIZATION

GENERAL LAWS, CHAPTER 156, SECTION 10

Filed in the office of the Secretary of the Commonwealth

and Certificate of Incorporation Issued

as of January 13, 1959

I hereby certify that, upon an examination of the within-written articles of organization, the agreement of association, and the record of the first meeting of the incorporators, including the by-laws, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles this 13th day of January, 1959.

  Commissioner of Corporations and Taxation

TO BE FILLED IN BY THE CORPORATION:   CHARTER TO BE SENT TO   XXXXXXX   FILING FEE: 1/20 of 1% of the total amount of the authorized capital stock with par value, and one cent a share for all authorized shares without par value, but not less than $50. General Laws, Chapter 156, Section 53.

EX-3.18

Exhibit 3.18

BY-LAWS OF

FOREIGN AUTOPART, INC.

* * * *

ARTICLE I

GENERAL

SECTION 1. Name - The name of this Corporation shall be Foreign Autopart, Inc.

SECTION 2. Office - The principal office of this Corporation for the time being shall be located at 1205 U.S. Route 1, Sharon, Massachusetts, and the Corporation may have offices and transact business at such other places as the Directors may from time to time appoint.

SECTION 3. Seal - The seal of the Corporation shall be in such form and contain such words as the Directors may determine.

ARTICLE II

CAPITAL STOCK

SECTION 1. Stock Certificates - Each Stockholder shall by, entitled to a certificate or certificates in such form as the Board shall adopt, stating the number of shares and the class thereof held by him, and the designation of the series thereof, if any. Each certificate of stock shall be signed by the President or Vice President and by the Treasurer or an Assistant Treasurer; the signatures of such officers may be facsimiles if the certificate is signed by a transfer agent or registrar, other than a Director, officer or employee of the Corporation. If any officer who has signed or whose facsimile signature has been placed on any such certificate shall have ceased to

be such officer before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if he were such officer at the time of issue. Every certificate issued for shares of stock subject to a restriction on transfer pursuant to the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party, or issued while the Corporation is a party, or issued while the Corporation is authorized to issue more than one class of stock, shall either (i) have the full text of such restriction or the full text of the preferences, voting powers, qualifications and special and relative rights of the stock of each class and series authorized to be issued, as the case may be, set forth on the face or back of the certificate or, (ii) shall contain a statement of the existence of such restriction and/or relative rights and a statement that the Corporation will furnish a copy thereof to the holder of the certificate without charge upon written request.

SECTION 2. Transfers - The stock of the Corporation shall be transferable, so as to affect the rights of the Corporation, after satisfaction of the provisions of the Articles of Organization or other lawful provisions to which the Corporation is a party which imposes a restriction upon transfer, unless the same shall be waived by the Board of Directors, by transfer recorded on the books of the Corporation, in person or by duly authorized attorney or upon the surrender of the certificate or certificates properly endorsed or assigned. The person registered on the books of the Corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares. It shall be the duty of every Stockholder to notify the Corporation of his post office address.

SECTION 3. Fractional Shares - Fractional shares of stock of any class may be issued. Fractional shares shall entitle the holder thereof to the voting and dividend rights and the right to participate in the distribution of assets upon liquidation, and shall have and be subject to the

preferences, qualifications, restrictions, and special and relative rights of the class of stock or series in which issued. In lieu of fractional shares, the Corporation may issue scrip in registered or bearer form entitling the holder thereof to receive a certificate for a full share upon the surrender of scrip aggregating a full share, any scrip issued by the Corporation may be issued upon such terms and conditions and in such manner as the Directors shall fix.

SECTION 4. Equitable Interests - The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person except as may be otherwise expressly provided by law.

SECTION 5. Lost Certificates - The Directors of the Corporation, from time to time may determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost or destroyed. They may in their discretion require the owner of a lost or destroyed certificate, or his legal representative, to give a bond to the Corporation with or without surety; surety if required shall be such as the Directors deem sufficient to indemnify the Corporation against any loss or claim which may arise by reason of the issuance of a certificate in place of such lost or destroyed stock certificate.

ARTICLE III

STOCKHOLDERS

SECTION 1. Meetings - The annual meeting of the Stockholders of the Corporation shall be held at 1205 U.S. Route 1, Sharon, Massachusetts, or at such other place within the Commonwealth of Massachusetts or elsewhere within the United States of America as the Board of Directors shall fix, or in the absence of any such designation, at such place as may be designated

by the Clerk in the notice of the meeting or the place to which any annual meeting shall be adjourned, on the first Monday in; January at 11:00 a.m. in each year to elect a Board of Directors, a Treasurer, and a Clerk, to hear the reports of the officers, and for such additional purposes as may be specified by the Directors or the President. If the day fixed for the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next subsequent business day not a legal holiday. No change may be made in the date fixed herein for the annual meeting within sixty (60) days of such date and notice of any such change shall be given the Stockholders entitled to notice of the meeting at least twenty (20) days before the new date fixed for such meeting. If the election of the Directors, Treasurer and Clerk shall not be held on the day herein designated for an annual meeting, or at an adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Stockholders as soon thereafter as conveniently may be. At such special meeting, the Stockholders may elect the Directors, Treasurer and Clerk and transact other business with the same force and effect as at an annual meeting duly called and held.

SECTION 2. Closing of Transfer Books - The Board of Directors may in its discretion fix a date not less than ten (10) days nor more than sixty (60) days prior to the date of any annual or special meeting of Stockholders, or prior to the payment of any dividend or the making of any other distribution, as the record date for determining Stockholders having the right to notice of and to vote at such meeting or any adjournment thereof, or the right to receive such dividend or distribution. In lieu of fixing such record date, the Board may, subject to the limitations herein provided, order the closing of the stock transfer records of the Corporation for such purposes. The holders of record of shares of the Corporation on such record date or on the date of closing the stock transfer records shall, if a dividend or distribution be declared, have the sole right to receive such dividend or distribution, or, if such shares have a voting right, the sole right to receive notice of, attend and vote at such meeting.

SECTION 3. Special Meeting - Special meetings of the Stockholders may be called by the President or by any two Directors, and shall be called by the Clerk, or in the event of his death, absence, incapacity or refusal, by any other officer, upon the written application of one or more Stockholders who hold at least one-tenth (1/10) in interest of the stock entitled to vote thereat. Notice shall be given in the manner set forth in SECTION 4 below and shall state the time, place and purpose of the meeting Special meetings shall be held at the office of the Corporation at 1205 US Route 1, Sharon, Massachusetts, or at such other place within the Commonwealth of Massachusetts or elsewhere within the United States of America, as the Directors may fix, or, if the meeting is called upon the application of stockholders, at such place as shall be stated in the application therefor, or the place to which such meeting may be adjourned; provided, however, that a special meeting may be held at any place approved in writing by every Stockholder entitled to notice of the meeting or at any place where every Stockholder entitled to such notice shall be present and represented at the date and time of the meeting.

SECTION 4. Notice of Meetings - Written notice of the place, the date and hour, and the purpose of every meeting of Stockholders shall be given by the Clerk or by any other officer designated by the Directors or these By-Laws at least seven (7) days before the meeting to each Stockholder entitled to vote thereat. If a special meeting is called upon written Stockholder application and the Clerk shall be unable or shall refuse to give notice thereof, notice may be given by any other officer of the Corporation. Such notice may be delivered in hand to each Stockholder entitled to notice at his residence or usual place of business or mailed to him, postage prepaid, addressed to his address as it appears in the records of the Corporation. No notice of any meeting

need be given a Stockholder if a written waiver of notice executed before or after the meeting by the Stockholder, or his attorney thereunto authorized, is filed with the records of the meeting, and, if notice of a special meeting shall be waived by all Stockholders entitled to notice thereof, no call of such special meeting shall be required.

SECTION 5. Quorum - At all meetings of stockholders, a quorum for the transaction of business shall consist of the holders of record, present in person or by proxy, of a majority in interest of all of the issued and outstanding shares of the stock of the Corporation entitled to vote on any matter.

SECTION 6. Quorum for Adjournment - Any annual or special meeting of the stockholders may be adjourned by vote of a majority in interest of the stock entitled to vote thereat and represented at the meeting (even though said majority is less than majority of the outstanding stock entitled to vote) and reconvened, at the time and place to which it is adjourned, without further notice.

SECTION 7. Action Without Meeting - Any action required or permitted at any meeting of the Stockholders, including the election of Directors or officers, may be taken without a meeting if prior to such action a written consent thereto is signed by the holders of all of the issued and outstanding capital stock entitled to vote at such meeting and such written consent is filed with the minutes of the meetings of Stockholders.

SECTION 8. Voting - Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, every Stockholder entitled to vote at a meeting of Stockholders shall have one vote for each share of stock having the right to vote at such meeting held by him and registered in his name on the books of the Corporation at the time of the meeting or at the

record date fixed by the Directors for the determination of Stockholders entitled to vote thereat, if such date be fixed. Stockholders may vote in person or by proxy in writing filed with the Clerk at the meeting. No proxy dated more than six (6) months before the meeting named therein shall be accepted, and no such proxy shall be valid after the adjournment of the meeting. Except as otherwise required by law, by the Articles of Organization, or by these By-Laws, any matter coming before any meeting of the Stockholders shall be adopted as the act and deed of the Stockholders if approved by a majority in interest present or represented at the meeting, a quorum being present; provided, however, that regarding all elections of Directors and officers, a plurality of the votes cast for any nominee or nominees shall elect. No ballot shall be required for the election of Director or officer, unless requested by the holder of one or more shares entitled to vote thereon or his representative.

ARTICLE IV

QUAALIFICATION AND ELECTION OF OFFICERS AND DIRECTORS

SECTION 1. Number of Officers and Directors – The Corporation shall have a President, a Treasurer, a Clerk, and such other offices as the Directors may in their discretion create. There shall be a Board of Directors which shall have not less than three (3) members, except that whenever there shall be only two (2) Stockholders, the number of Directors shall be not less than two (2), and whenever there shall be only one (1) Stockholder, the number of Directors shall be not less than one (1). The number of Directors may be changed from time to time at any duly held Stockholders’ meeting by a majority vote of the capital stock represented at such meeting.

SECTION 2. Election – All officers and Directors, except the President and such other officers as shall be elected to fill positions created by the Board of Directors, shall be elected

annually by the Stockholders. The President shall be elected annually from and by the Board of Directors. All officers and Directors shall hold office for one year and until their successors are chosen and qualified, except as otherwise provided at the meetings respectively at which they are elected or appointed. Any officer or Director may resign by delivering his written resignation to the Corporation at its principal office, or to the President or Clerk, and such resignation shall be effective upon receipt, unless it is specified to be effective at some other time or upon the happening of some other event.

SECTION 3. Same Person Holding Two or More Offices – So far as permitted by law, any two or more of the offices referred to in SECTION 1 of this Article may be filled by the same person, and any and all of the offices may be filled from the Board of Directors.

SECTION 4. Officers and Directors Need Not be Stockholders – Except as otherwise provided by statute, any person shall be eligible for election to be an officer or Director of the Corporation without the necessity of being a Stockholder.

SECTION 5. Vacancies – In case a vacancy in the Board of Directors or in any other office shall occur due to any cause, the remaining Directors may elect a person to fill such vacancy who shall hold office until the next regular meeting of the Stockholders of Directors at which the office would ordinarily be filled, and until a successor is chosen and qualified.

SECTION 6. Removal of Officers – Any officer or Director of the Corporation may be removed with or without cause at any duly held Stockholders’ meeting by a vote of the holders of a majority of the voting stock outstanding and entitled to vote in the election of Directors.

SECTION 2. President – The President shall be the chief executive officer and shall have the general management and control of the business affairs of the Corporation. The President shall preside at all meetings of the Stockholders and of the Directors and shall perform such other duties as may be delegated to him at any held Stockholders’ meeting or by the Board of Directors or as may be imposed by the law. It shall be the duty of the President, and he shall have the power to see to it, that all orders and resolutions of the Board are carried into effect. The President, as soon as reasonably possible after the close of each fiscal year, shall submit to the Board a report of the operation of the Corporation for such year and a statement of its affairs, and he shall, from time to time, report to the Board all matters within his knowledge which the interests of the Corporation may require to be brought to its notice.

SECTION 3. Treasurer – The Treasurer shall be the chief financial officer of the Corporation and shall have control of the financial affairs of Corporation. He shall have custody of the funds, of the Corporate Seal, and of all the valuable papers of the Corporation. He shall keep the accounts of the Corporation in a clear manner, and he shall, at all times, when requested by the Directors, exhibit a true statement of the affairs of the Corporation. He shall, if required by the Directors, give a bond for the faithful discharge of his duties, at the expense of the Corporation, with satisfactory sureties in such penal sum as the Directors may determine, if so required by the Directors. Except as the Board of Directors may otherwise order, he shall sign and/or endorse all promissory notes, bills, checks, drafts, trade acceptances, and bankers’ acceptances, and he may execute all deeds, contracts, and agreements of the Corporation, but the Board of Directors may authorize any other officer or officers, or agent or agents, to sign any obligations, instruments, or papers on behalf of the Corporation, and/or may limit the authority of the Treasurer in any of said matters. The Treasurer shall perform such other duties as may be delegated to him by the Stockholders or the Directors or as may be imposed by law.

SECTION 4. Clerk – The Clerk shall keep the records of the Corporation, of its Stockholders, and of the Directors. Unless the Corporation, of its Stockholders, and of the Directors. Unless the Corporation has designated a Resident Agent in the matter provided by law, he shall be a resident of the Commonwealth of Massachusetts. He shall call special meetings of the Stockholders whenever requested by the President or by any two Directors, or by a person or persons owning at least ten (10%) percent of all stock entitled to vote, and he shall give notice of said meeting in the manner provided in ARTICLE III of these By-Laws. The Clerk shall perform such duties and have such powers additional to the foregoing as the Board shall designate.

SECTION 5. Delegation of Powers of Officers – In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, said Board may delegate the powers or duties of such officer to any other officer or to any Director for the time being.

SECTION 6. General Manager – The Board of Directors may appoint and remove a General Manager who shall have such powers and duties as may be delegated to him by the Board of Directors. The Board may delegate to the General Manager any of the powers and/or duties of any other offices of the Corporation. The General Manager need not be a Stockholder.

ARTICLE VI

DIRECTORS’ MEETINGS

SECTION 1. Annual Meeting – An annual meeting of the Directors of the Corporation shall be held immediately following the annual meeting of the Stockholders at the same place, and no notice of said meeting shall be required.

SECTION 2. Regular Meetings – Regular meetings may be held at such times and places as may be fixed by the Board of Directors. The Clerk shall send notice of the regular meetings, but such notice shall not be required to make such meetings valid.

Any or all special regular meetings of the Directors may be held within or outside the Commonwealth of Massachusetts.

SECTION 3. Special Meetings – The President, or any two (2) Directors, shall have the power to call a special meeting of the Board of Directors whenever, in his or their opinion, the interests of the Corporation so require.

SECTION 4. Notice and Waiver of Notice – Notice of any meeting of the Directors shall be given to each Director by the Clerk or the person calling the meeting, orally or in writing, specifying the purpose of the meeting. Notice mailed to each Directors’ usual or last known place of business or residence two (2) days at least before the meeting shall be sufficient notice in all cases, but any notice shall be sufficient which is given in time to enable the Directors to attend.

Any meeting shall be legal without notice when all the Directors are present or waive notice by writing filed with the records of the meeting.

SECTION 5. Quorum and Voting – The presence of a majority of the Board of Directors acting at a meeting duly assembled shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum exists shall be the act of the Board of Directors. If less than a quorum shall be present at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting, without further notice, from time to time, until a quorum shall have been obtained.

SECTION 6. Written Assent of Directors to Directors’ Votes – The assent in writing of any Director to any vote or action of the Directors taken at any meeting, whether or not a quorum was present, shall have the same effect as if the Director so assenting were present at such meeting and voted in favor of such vote or action.

SECTION 7. Action by Consent – Any action required or permitted at any meeting of the Directors may be taken without a meeting if, prior to such action, a written consent thereto is signed by all the Directors and filed with the Corporate records. Such a consent shall be treated as a vote of the Directors for all purposes.

ARTICLE VII

IDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. Each Director or officer, present or former, of the Corporation or of any other Corporation, a majority of the stock of which is owned by the Corporation, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his being or having been such Director or officer, such expenses to include the cost of reasonable settlements (other than amounts paid by the Corporation itself) made with

a view to curtailing costs of litigation. However, the Corporation shall not indemnify any Director or officer with respect to matters as to which he shall be finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of his duties as such Director or officer, nor in regard to any matter on which any settlement or compromise is effected if the total expense, including the cost of such settlement, shall substantially exceed the expense of which might reasonably be incurred by such Director or officer in conducting such litigation to a final conclusion. The foregoing right of indemnification shall not be exclusive of other rights to which any Director or officer may be entitled as matter of law. In determining the reasonableness of any settlement, the judgment of the Board of Directors shall be final.

ARTICLE VIII

MAINTENANCE AND INSPECTION OF RECORDS

SECTION 1. The Corporation shall maintain in the Commonwealth of Massachusetts the original or attested copies of its Articles of Organization, By-Laws, and records of all meetings of Incorporators and Stockholders, as well as its stock and transfer records which shall contain the names of all Stockholders and the records address and amount of stock held by each. Such copies and records may be maintained at the principal office of the Corporation or an office of its transfer agent, or the office of the Clerk, and shall be open to all reasonable times to the inspection of any Stockholder for a proper purpose. The Directors may, from time to time, make reasonable regulations as to the time, place and manner of inspection by the Stockholders of such copies and records and the books, accounts, documents and other records of the Corporation.

ARTICLE IX

FISCAL YEAR

SECTION 1. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December next succeeding.

ARTICLE X

AMENDMENTS

SECTION 1. Subject to the provisions of the Articles of Organization, as they may be amended from time to time, these By-Laws may be altered, amended, or repealed at any Stockholders’ meeting by a vote of a majority of the stock issued and then outstanding and entitled to vote thereat.

FOREIGN AUTOPART, INC.

By-Laws adopted by Stockholders’

Written Consent

January 2, 1990

By: /s/Stephen J. Jatkin

Stephen J. Jatkin, President

By: /s/Stephen J. Jatkin

Stephen J. Jatkin, Treasurer

EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

STOCKEL AUTO PARTS, INC.

Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT

1. The name of the Corporation is: STOCKEL AUTO PARTS, INC.

2. The purpose or purposes for which the corporation is formed is as follows, to with:

To manufacture, purchase, import, or otherwise acquire, sell, rent, repair, take upon storage, exchange, export and otherwise deal in and dispose of any or all of the following: automotive parts, motors, engines, or other machinery or parts for the generation of steam, electricity, gasoline or other forms of power now known or which may be hereafter discovered for automobiles, cars, trucks and vehicles of every kind and description.

To buy, manufacture, assemble, lease (either as lessee or lessor), sublease (either as lessee or lessor, purchase, or in any other manner dispose of, export, import, use, operate, rent, hire, repair and generally deal in automobiles, trucks, trailers, buses, motor cars and vehicles of every kind and description. To manufacture, buy, sell and deal in new and used automobiles, trucks, trailers and other vehicles, their parts and accessories, and kindred articles.

To engage in [ILLEGIBLE] own, operate and run, conduct and manage a business engaged in towing, repairing and reconditioning automobiles, automotive and mechanical products, and other personal property of any and every sort, character, nature and description, and to do such other things as are incidental, proper or necessary to the operation of the business or to the carrying out of any or all of the purposes.

To own, operate, manage, acquire and deal in property, real and persona, which may be necessary to the conduct of the business.

Without limiting any of the purposes or powers of the corporation it shall have the power to do any or one or more or all of the things set forth, and all other things likely, directly or indirectly, to promote the interests of the corporation. In carrying on of its business it shall have the power to do any and all things and powers which a co-partnership or a natural person could do, either as a principal, agent, representative, lessor, lessee or otherwise, either alone or in conjunction with others, and in any part of the world. In addition, it shall have and exercise all rights, powers and privileges now belonging to or conferred upon corporations organized under the Business Corporation Law.

3. The Office of the Corporation is to be located in the City of White Plains, County of Westchester, State of New York.

4. The aggregate number of shares which the corporation shall have authority to issue is 200 shares, no par value.

5. The Secretary of State is designated as the agent of the corporation up on whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him

Andrew Greene, Esq.

202 Mamaroneck Avenue

White Plains, New York 10601

IN WITNESS WHEREOF, the undersigned incorporator, being at least eighteen years of age, has executed and signed this Certificate of Incorporation this 17^th day of November, 1982.

    /s/ Sherry Noonan                

Sherry Noonan

90 South Swan Street

Albany, New York 12210

STATE OF NEW YORK             )

                                                       )ss.

COUNTY OF ALBANY             )

On this 17^th date of November, 1982, before me personally came Sherry Noonan to me known to be the individual described in and who executed the foregoing instrument, and she duly acknowledged to me that she executed the same.

Elizabeth A. Blair

No. 4729818

Qualified in Saratoga County

Term Expires March 30, 1984                                                         Elizabeth A. Blair                

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CERTIFICATE OF INCORPORATION

OF

STOCKEL AUTO PARTS, INC.

FILED BY:

Andrew Greene, Esq.

202 Mamaroneck Avenue

White Plains, New York 10601

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IN WITNESS WHEREOF, this certificate has been subscribed this 24 day of October [ILLEGIBLE] by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury.

Type name	Capacity in which signed	Signature
Raymond Stockel	President and Member of Board of Directors	/s/Raymond Stockel
Stanley Stockel	Secretary and Member of Board of Directors	/s/Stanley Stockel

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

STOCKEL AUTO PARTS, INC.

Under Section 805 of the Business Corporation Law

Filed By:    GREENE & ZINNER

Address:     202 Mamaroneck Avenue

White Plains, New York 10601

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CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

STOCKEL AUTO PARTS, INC.

Under Section 805 of the Business Corporation Law

I.        HEREBY CERTFIED THAT:

(1)    The name of the corporation is STOCKEL AUTO PARTS, INC.

(2)    The certificate of incorporation was filed by the department of state on the 24^th day of November 1982.

(3)    The certificate of incorporation of this corporation is hereby amended to effect the following change

Change of Name to:     B.W.P. DISTRIBUTORS, INC.

(4)    The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding shares entitled to vote thereon.

*by unanimous written consent of the holders of all the outstanding shares entitled to vote thereon.

*at a meeting of shareholders by vote of

of all the outstanding shares entitled to vote thereon as required by the certificate of incorporation.

*strike out where in applicable

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EX-3.20

Exhibit 3.20

BY-LAWS

of

STOCKEL AUTO PARTS, INC.

ARTICLE I – OFFICES

The principal office of the corporation shall be in the city of WHITE PLAINS county of WESTCHESTER State of New York.    The corporation may also have offices at such other places within or without the state of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II – SHAREHOLDERS

1.       PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at place within or without the state of New York as the board shall authorize.

2.      ANNUAL MEETING.

The annual meeting of the shareholder shall be held on the 14th day of December at 10:00 a.m. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3.       SPECIAL MEETINGS:

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in the amount of the shares issued and outstanding. Such requests shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.       FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such dates shall not be more than fifty or less than ten days before the date of such meeting, nor more than fifty days prior to any action. If no record date is fixed it should be determined in accordance with the provisions of law.

5.       NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. .Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage there on prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filled with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.       WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.       QUOROM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote they’re at shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified items of business.

When a quorum is once a present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8.       PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney- in- fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

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9.       QUALIFICATIONS OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.    VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation;

(a)    director shall be elected by authority of the votes cast at the meeting of shareholders by the holders of shares entitled to vote in the election;

(b)    all other corporate action shall be authorized by a majority of the votes cast.

11.     WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote there on or signed by such lesser number of holders as maybe provided for the certificate of incorporation.

ARTICLE III – DIRECTORS

1.       BOARD OF DIRECTORS.

Subject to any provision in their certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and may be shareholders.

2.       NUMBER OF DIRECTORS.

The number of directors shall be six when all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3.       ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholder shall elect directors to hold office until the next annual meeting. Each director should hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

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4.       NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause maybe filled by a vote of a majority of the directors then in office, although less than a quorum exist, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.       REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.       RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.       QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8.       ACTION OF THE BOARD.

Unless otherwise required by law, the vote of the majority of the directors present at the time of the vote, if a quorum is present at the such time, shall be the act of the board. Each director president shall have one vote regardless of the number of shares, if any, which he may hold.

9.       PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meeting at the office of the corporation or at such other places, either within or without the state of New York, as it may from time to time determine.

10.     REGULAR ANNUAL MEETING.

A regular annual meeting of the board should be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

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11.     NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a)     regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; meeting shall be called by the president or by the secretary in a like matter on written request of two directors notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

(b)    A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the German shall be given all directors who are absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.    CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13.    EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members and executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14.    COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board maybe authorized. Nothing herein contain shall be construed to preclude any director from serving the corporation and any other capacity and receiving compensation therefor.

ARTICLE IV – OFFICERS

1.       OFFICES, ELECTION, TERM.

(a)    Unless otherwise provided for in the certificate of incorporation, the board may elect or a point of president, one or more vice-presidents a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b)    All officer shall be elected or appointed to hold office until the meeting of the board following the annual meeting of the shareholders.

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(c)    Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2.       REMOVAL, RESIGNATION, SALARY, ETC.

(a)    Any officer elected or appointed by the board may be removed by the board with or without cause.

(b)    In the event of the death, resignation or removal of an officer, the board and its discretion may elect or appoint a successor to fill the unexpired term.

(c)    Any two or more offices maybe held by the same person, except the offices of President and Secretary. When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

(d)    The salaries of all officers shall be fixed by the board.

(e)    The directors may require any officer to give security for the faithful performance of his duties.

3.       PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.       VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

5.       SECRETARY.

The secretary shall:

(a)    attend all meetings of the board and of the shareholders;

(b)    record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c)    give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d)    keep in safe custody the seal of the corporation and a fix it to any instrument when authorized by the board;

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(e)    when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f)    keep all the documents and records of the corporation as required by law otherwise in a proper and safe manner.

(g)    perform such other duties as may be prescribed by the board.

6.       ASSISTANT-SECRETARIES.

During the absence or disability of the secretary. The assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, she’ll have all the powers and functions of the secretary.

7.       TREASURER.

The treasurer shall:

(a)    have the custody of the corporate funds and securities;

(b)    keep full and accurate accounts of receipts and disbursements in the corporate books;

(c)    deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d)    disburse the funds of the corporation as maybe ordered or authorized by the board and preserved proper vouchers for such disbursements;

(e)    render to the president and bored at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f)    render a full financial report at the annual meeting of the shareholders if so requested;

(g)    be furnished by all corporate officers and agents at his request, which such reports and statements as he may require as to all financial transactions of the corporation;

(h)    perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

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8.       ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, she’ll have all the powers and functions of the treasurer.

9.       SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation sell execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V – CERTIFICATES FOR SHARES

1.       CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2.       LOST OR DESTROYED CERTIFICATES

The board may direct a new certificate or certificates to be issued in the place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming their certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, and its discretion and as a condition to the issuance thereof, require the owner of such loss or destroy certificate or certificates, or his legal representation, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against a corporation with respect to the certificate alleged to have been lost or destroyed.

3.       TRANSFERS OR SHARES.

(a)    upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares dually endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled there to, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next proceeding the annual meeting of shareholders.

(b)    The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it should have expressed or other notice their rough, except as expressively provided by the laws of New York.

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4.       CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholder shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI – DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time and it’s absolute discretion seems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the board shall think conducive to the interest of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII – CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The sea l on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII – EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE IX – FISCAL YEAR

The fiscal year shall begin the first day of November in each year.

ARTICLE X – REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these bylaws shall include all amendments there too or changes thereof and less specifically excepted.

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ARTICLE XI – BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a)    Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time and title to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote they’re on as hereinabove provided.

(b)    If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-laws so adopted, amended or repealed, together with a concise statement of the changes made.

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EX-3.21

Exhibit 3.21

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

Richmond, December 26, 2007

This is to certify that the certificate of incorporation of

Advance Auto Global Sourcing, Inc.

was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business.

Effective date: December 26, 2007

[seal]	State Corporation Commission:
	Attest:
	/s/ Joel H. Peck
	Clerk of the Commission

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION

By Unanimous Consent of the Shareholders

The undersigned, on behalf of the corporation set forth below, pursuant to §13.1-710 of the Code of Virginia, states as follows:

1. The current name of the corporation is Advance Auto Global Sourcing, Inc.

2. The name of the corporation is changed to Crossroads Global Trading Corp.

3. The foregoing amendment was adopted by unanimous consent of the shareholders on

December 12, 2008

(date)

Executed in the name of the corporation by:

/s/ Elwyn G. Murray, III	December 12, 2008
(signature)	(date)
Elwyn G. Murray, III	President
(printed name)	(corporate title)
	0687901
(telephone number (optional))	(corporations SCC corporate ID No)

(The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing.

SEE INSTRUCTIONS ON REVERSE

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ARTICLES OF INCORPORATION

OF

ADVANCE AUTO GLOBAL SOURCING, INC.

I hereby act as incorporator of a stock corporation under the provisions of the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of Virginia of 1950, as amended and I hereby declare and establish the following as the Articles of Incorporation of such corporation:

ARTICLE I. NAME

The name of the Corporation is Advance Auto Global Sourcing, Inc.

ARTICLE II. PURPOSES AND POWERS

The Corporation shall have the power to carry on any business not prohibited by law or required to be stated in these articles.

ARTICLE III. CAPITAL STOCK

The aggregate number of shares of capital stock which the Corporation shall have the authority to issue is as follows:

CLASS	NUMBER OF SHARES
Common	5,000

ARTICLE IV. REGISTERED OFFICE

The address of the initial registered office of the Corporation is 5008 Airport Road, Roanoke, Virginia 24012, located in the City of Roanoke, Virginia.

The initial registered agent of the Corporation is Sarah E. Powell, a resident of Virginia and a member of the Virginia State Bar, whose business address is the same as the registered office of the Corporation.

ARTICLE V. SHAREHOLDER ACTION WITHOUT MEETING

To the full extent permitted by and in accordance with the Virginia Stock Corporation act, as it exists on the date hereof or may hereafter be amended, any action required or permitted by the Virginia Stock Corporation act to be taken at a shareholders’ meeting may be taken pursuant to written consents,

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without a meeting and without prior notice, if the action is taken by the Corporation’s shareholders entitled to vote at a shareholders’ meeting and who have the voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all the shareholders entitled to vote thereon were present and voted.

ARTICLE VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

An amendment of the Corporation’s Articles of Incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all of the Corporation’s assets other than in the regular course of business and a plan of dissolution shall be approved y the vote of a majority of all the votes entitled to be cast on such transactions.

ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

A.    Each Director and Officer who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) shall be indemnified by the Corporation against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with the Corporation or otherwise by reason of the fact that he is or was such a Director or Office or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or otherwise enterprise, except that there shall be no indemnification in relation to matters as to which he shall have been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such Director or Officer.

B.    In addition to the indemnification provided under Section A, to the full extent permitted by the Virginia Stock Corporation act and any other applicable law, as they exist on the date hereof or may hereafter be amended, the Corporation shall indemnify a Director or Officer is or was serving at the request of the Corporation as a director, officer, employee or agent of anther corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

C.    The Corporation is empowered to contract in advance to indemnify any Director or Officer to the extent indemnification is granted under Sections A and B. The Board of Directors is also empowered to cause the Corporation to indemnify or contract in advance to indemnify any other person not covered by Sections A and B who as or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted under Sections A and B.

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D.    The Corporation shall advance, pay for and/or reimburse the reasonable expenses incurred by an Officer or Director who is a party to any proceeding in advance of the final disposition thereof if (i) the Officer or Director furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Sections a and/or B above and (ii) the Officer or Director furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. The undertaking required by clause (ii) above shall be unlimited general obligation of the Officer or Director but need not be secured and may be accepted without reference to financial ability to make repayment.

E.    The foregoing provisions are intended to provide indemnification with respect to those monetary damages of which the Virginia Stock Corporation Act permits the limitation or elimination of liability. In addition, to the full extent, if any, that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages arising out of a single transaction occurrence or course of conduct in excess of the amount of cash consideration received by the Director from the Corporation for services such as a director during the twelve months immediately preceding the act or omission for which liability was imposed.

F.    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

G.    The provision of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

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H.    Except to the extent inconsistent with this Article, terms used herein shall have the same meanings assigned them in the Indemnification Article of the Virginia Stock Corporation Act, as now in effect or hereafter amended. Without limitation, it is expressly understood that reference herein to Directors, Officers, employees or agents shall include former Directors, Officers, employees and agents and their respective heirs, executors and administrators.

INCORPORATOR	/s/ James Chapman Hale
	James Chapman Hale

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EX-3.22

Exhibit 3.22

BYLAWS

OF

CROSSROADS GLOBAL TRADING CORP.

(formerly Advance Auto Global Sourcing, Inc.)

ARTICLE I

Stockholders

The stockholders of the Company shall be those who appear on the books of the Company as holders of one or more shares of the capital stock, and the records of the Company shall be the only evidence as to who are the stockholders.

ARTICLE II

Meeting of the Stockholders

Section 1. The annual meeting of the stockholders of the Company shall be held in each calendar year on such date and at such time as shall be designated from time to time by the Board of Directors, at the office of the Company, unless otherwise stated in the notice of the meeting.

Section 2. Special meetings of the stockholders may be called by the Chief Executive Officer, the Board of Directors or the holders of not less than one-third of all of the shares entitled to vote at such meeting.

Section 3. Notices of meetings of the stockholders and waivers of such notices shall be given or accepted in accordance with the appropriate provisions of the Virginia Stock Corporation Act.

ARTICLE III

Board of Directors

Section 1. The business and affairs of the Company shall be managed by a Board of Directors subject to any requirement of stockholder action required by law. The Board of Directors shall be composed of three (3) members. This number may be changed at any time by a resolution adopted by the Board of Directors.

Section 2. The Directors shall be elected at each annual meeting of the stockholders.

Section 3. The Board of Directors shall hold its meetings at such time and place as it may designate, or in absence of designation by the Board of Directors, at such place as shall be designated in the notice, and a meeting may be called at any time by the President, or by any director. Reasonable notice of the time and place of each meeting of the directors shall be given to all directors. A majority of the qualified members shall constitute a quorum.

Section 4. The Directors may participate in meetings of the Board of Directors by, and such meetings may be conducted through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. Directors so participating are deemed to be present in person at the meeting and will be counted in determining whether a quorum is present.

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ARTICLE IV

Officers

4.1 Election of Officers; Terms. The officers of the Company shall consist of a President, a Secretary and a Treasurer. Other officers, including one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine.

The officers of the Company shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

ARTICLE V

Chairman

The Board of Directors may designate a Chairman to preside at the meetings of the Board of Directors. The Board of Directors may also designate a Vice Chairman to serve as and perform all duties of the Chairman in the Chairman’s absence.

ARTICLE VI

President

The President shall be the chief executive officer of the Company and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the

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Company and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in these Bylaws or in the resolutions establishing any committee, he shall be ex officio a member of all committees of the Board. In the absence of the Chairman and the Vice Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Company share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

ARTICLE VII

Vice President

The President and each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. The President and any Vice President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts and other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

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ARTICLE VIII

Chief Financial Officer

The Chief Financial Officer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company, and shall deposit all monies and securities of the Company in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer may sign and execute in the name of the Company share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

ARTICLE IX

Secretary

The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Company. When requested, he shall also act as secretary of the meetings of the committees, if any, of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Company are duly given and served; shall have custody of the seal of the Company

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and shall affix the seal or cause it to be affixed to all share certificates of the Company and to all documents the execution of which on behalf of the Company under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Company relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.

ARTICLE X

Treasurer

The Treasurer shall have such powers and duties as may from time to time be assigned to him by the Chief Financial Officer or the Board of Directors.

ARTICLE XI

Dividends

The Board of Directors of the Company may, from time to time, declare and the Company may pay dividends on its shares only in accordance with the provisions of Section 13.1-653 of the Virginia Stock Corporation Act.

ARTICLE XII

Corporate Seal

The corporate seal of the Company shall be impressed upon the margin of this page.

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The foregoing Bylaws of Advance Auto Global Sourcing, Inc., were duly adopted by unanimous consent of the Directors in lieu of the organizational meeting of the Board of Directors of the Company effective December 26, 2007.

By:         /s/Sarah E. Powell

Name:    Sarah E. Powell

Title:     Assistant Secretary

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EX-3.23

Exhibit 3.23

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

Richmond, August 10, 2009

This is to certify that the certificate of incorporation of

Discount Auto Parts, LLC

was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business.

Effective date: August 10, 2009

[seal]	State Corporation Commission:
	Attest:
	/s/ Joel H. Peck
	Clerk of the Commission

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

(Foreign limited liability company intending to become a Virginia limited liability company)

ARTICLES OF DOMESTICATION OF

Discount Auto Parts, LLC, a Florida Limited liability company

The undersigned, on behalf of the foreign limited liability company set forth below, pursuant to Title 13.1, Chapter 12, Article 14 of the Code of Virginia states as follows:

1. The name of the limited liability company immediately prior to the filing of these articles of domestication is Discount Auto Parts, LLC. Upon the filing of these articles, the name of the limited liability company shall be Discount Auto Parts, LLC.

2. The limited liability company was originally organized under the laws of Florida on December 26, 2007. Prior to this date, the limited liability company was a corporation, Discount Auto Parts, Inc., originally organized under the laws of Florida on June 09, 1972. (If the limited liability company subsequently changed its jurisdiction of organization, set for the each jurisdiction and date of organization in which the limited liability company was subsequently domesticated.)

3. The Plan of domestication, pursuant to § 13.1-1075 of the Code of Virginia, is set forth as follows:

A.    The limited liability company is presently domesticated in the State of Florida.

B.    The jurisdiction in which the limited liability company is to be domesticated is the Commonwealth of Virginia.

C.    The plan of conversion/domestication is attached hereto.

4. The full text of the articles of organization that will be in effect immediately after consummation of the domestication is attached hereto.

5. The domestication is permitted by the laws of the jurisdiction in which the limited liability company is organized immediately prior to the filing of these articles, and the limited liability company has complied with those laws in effecting the domestication.

Executed in the name of the limited liability company by:

/s/ Jimmie L. Wade
Signature	Dated
Jimmie L. Wade	Manager
Printed Name	Title

PLAN OF CONVERSATION/DOMESTICATION

OF

DISCOUNT AUTO PARTS, LLC, a Florida limited liability company,

INTO

DISCOUNT AUTO PARTS, LLC, a Virginia limited liability company

This Plan of Conversation/Domestication (this “Plan”) is made this 27^th day of July, 2009 by and between Discount Auto Parts, LLC, a Florida limited liability company (the “Converting Entity”), and Discount Auto Parts, LLC, a Virginia limited liability company (the “Resulting Entity”).

W I T N E S S E T H

WHEREAS, the conversation of the Converting Entity into the Resulting Entity was unanimously approved by the sole member of the converting Entity on July 27, 2009 in accordance with the Florida Limited Liability Company Act (the “Florida Act”).

NOW THEREFORE, the Converting Equity shall be converted in the Resulting Entity with the legal existence of the Converting Entity to be continued under the name of the Resulting Entity and that the terms and conditions of the conversation are hereby set forth, and the mode of carrying the same into effect, shall be as follows:

SECTION 1

CONVERSION

1.1.    Constituent Parties and States of Domicile. The parties to the conversion include Discount Auto Parts, LLC, a Florida limited liability company, and discount Auto Parts, LLC, a Virginia limited liability company.

1.2.    Resulting Entity. Effective as of the date (the “Effective Date”) set forth in (a) a certificate of conversion relating to the terms of this Plan (the “Certificate of Conversion”) to be filed by the Converting Entity with the Florida Secretary of State and (b) articles of domestication (the “Articles of Domestication”) to be filed by the Resulting Entity with the Virginia Secretary of State, the form of which is attached hereto as Exhibit A, the Converting Entity shall be converted into the Resulting Entity, and the Converting Entity shall continue in existence as the Resulting Entity, and the conversion shall in all respects have the effects provide for in the Florida Act and the Virginia Limited Liability Company Act (the “Virginia Act”). The address of the principal place of business of the Resulting Entity shall be 5008 Airport Road, Roanoke, Virginia 24012.

1.3.    Effects of Conversion. Without limiting the foregoing, on and after the Effective Date, the separate existence of the Converting Entity shall terminate and cease. In accordance with the terms of this Plan and pursuant to the provisions of the Florida Act and Virginia Act, all rights, title and interest in and to all tangible and intangible property (real, personal, and mixed), leases, and all and any other interests, assets or property owned or held by or in the name of the Converting Entity shall be vested in the Resulting Entity without reversion or impairment; the Resulting Entity shall assume all debts, liabilities, restrictions, disabilities, duties, and other obligations of the Converting Entity such that the same may be enforced against the Resulting Entity to the same extent as if the same had been incurred or contracted by the Resulting Entity; all rights of creditors and all liens upon any property of the

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Converting Entity shall be preserved unimpaired; any action or proceeding, whether civil, criminal or administrative, pending by or against the Converting Entity shall be prosecuted and may be continued as if the conversion did not occur or the Resulting Entity may be substituted as a party in such action or proceeding in place of the Converting Entity; and all the rights, privileges, immunities, powers, franchises and purposes of the Converting Entity shall vest in the Resulting Entity.

1.4.    Other Actions. Prior to, and from and after the Effective Date, the Converting Entity shall take all such action as shall be necessary or appropriate in order to effectuate the conversion. If at any time the Resulting Entity shall consider or be advised that any further assignments or insurances in law or any other actions are necessary, appropriate or desirable to vest in the Resulting Entity, according to the terms hereof, the title to any property or rights of the Converting Entity, the last acting, members, managers and/or officers of the Converting Entity, or the corresponding members, managers and/or officers of the Resulting Entity, shall and will execute and make all such proper assignments and assurances and take all action necessary and proper to vest title in such property or rights in the Resulting Entity and other wise to carry out the purposes of this plan

SECTION 2

TERMS AND CONDITIONS OF CONVERSION

2.1    Conversion and Exchange of Shares in Converting Entity. Upon the Effective Date, 100% of the issued and outstanding membership interests of the Converting Entity owned by Advance Stores Company, Incorporated, a Virginia corporation and the sole member of the Company (the “Existing Member”) shall be converted into 100% of the issued and outstanding membership interests of the Resulting Entity.

2.2    Operating Agreement. The operating agreement (within the meaning of Section 608.4239a) of the Florida Act) of the Converting Entity shall cease to exist as of the Effective Date, and the operating agreement (within the meaning of Section 13.1-1023 of the Virginia Act) of the Resulting Entity as adopted by its sole member (the “Operating Agreement”), shall be in full force and effect until changed, altered, or amended as therein provided, or, to the extent not otherwise provided in the Operating Agreement, in the manner prescribed by the provisions of the Virginia Act.

2.3    Members, Managers and Officers.

(a)    The members and managers of the Resulting Entity as set forth in the Operating Agreement as of Effective Date of the conversion shall be the members and managers of the Resulting Entity, all of whom shall hold their respective titles until the election and qualification of their successors or until their tenure is otherwise terminated in accordance with the Operating Agreement of the Resulting Entity or, to the extent not otherwise provided in the operating Agreement, as provided by the provision of the Virginia Act.

(b)    The officers of the Resulting Entity shall be as appointed by the managers of the Resulting Entity from time to time in accordance with the Operating Agreement.

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SECTION 3

TERMS AND CONDITIONS OF CONVERSION

From and after the Effective Date, the articles of organization of the Resulting Entity filed with Virginia Secretary of State, as in effect at such date, shall constitute the articles of organization of the Resulting Entity and shall continue in effect until the same shall be altered, amended or repealed as therein provided or, to the extent not otherwise provided in the Operating Agreement, as provided by the provisions of the Virginia Act.

SECTION 4

TERMS AND CONDITIONS OF CONVERSION

4.1    Filing of Documents Upon Approval. Upon approval and adoption of the conversion and this Plan pursuant to the provisions of the Florida Act, if this Plan is not terminated and abandoned pursuant to the provisions of Section 5 hereof, the Certificate of Conversion, the Articles of Domestication and any other documents required to effect the conversion provided for herein shall be filed in accordance with the provisions of the Florida Act and Virginia Act as soon as practicable after such approval. The managers and members of the Converting Entity are authorized, empowered ban directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan or of the conversation provided herein.

4.2    Effective Date. The conversion shall become effective as of the Effective Date.

SECTION 5

TERMINATION

At any time prior to the filing of the Certificate of Conversion with the Florida Secretary of State, the sole member of the Converting Entity may terminate and abandon this Plan, notwithstanding prior favorable action on the conversion by the member of the Converting Entity.

SECTION 6

MISCELLANEOUS

6.1    Assignment. This Plan and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither this Plan nor any of the rights, interests or obligations hereunder shall be assigned (including by operation of law) by either party without the prior written consent of the other party.

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6.2    Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective and valid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Plan.

6.3    Captions. The captions used in this Plan are for convenience of reference only and do not constitute a part of this Plan and will not be deemed to limit, characterize or in any way affect any provision of this Plan, and all provisions of this Plan will be enforced and construed as if no caption had been used in this Plan.

6.4    Complete Agreement. This Plan and other agreements referred to or contemplated herein contain the complete agreement between the parties and supersede any prior written understandings, agreements or representations by or between the parties, and all prior or contemporaneous oral understandings, agreements or representations by or between all parties, which may have related to the subject matter hereof in any way.

6.5    Counterparts. This Plan may be executed (whether via facsimile or in original) in counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument.

6.6    Governing Law. Except to the extent that the Conversion and the other transactions contemplated hereby must be completed in accordance with the provisions of the Virginia Act in order to effect the Conversion, the internal law (and not the law of conflicts) of the State of Florida will govern all questions concerning the construction, validity and interpretation of this Plan and the performance of the obligations imposed by this Plan.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Plan of Conversation/Domestication as of the date first above written.

DISCOUNT AUTO PARTS LLC

a Florida limited liability company

By:     /s/ Jimmie L. Wade                                             

Name: Jimmie L. Wade

Title: Manager

DISCOUNT AUTO PARTS LLC

a Virginia limited liability company

By:     /s/ Jimmie L. Wade                                             

Name: Jimmie L. Wade

Title: Manager

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COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION OF A

DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1. The name of the limited liability company is

Discount Auto Parts LLC                                                                                                                                                               

(The name must contain the words limited liability and limited liability company or abbreviation L.C, LC, L.L.C, or LLC)

2. A. The name of the limited liability company’s initial registered agent is

Sarah Powell                                                                                                                                                                                    

B. The registered agent is 9mark appropriate box):

(1) an INDIVIDUAL who is a resident of Virginia and

☐ a member or manager of the limited liability company

☐ a member or manager of a limited liability company that is a member or manager of the limited liability company

☐ an officer or director of a corporation that is a member or manager of the limited liability company

☐ a general partner of a general or limited partnership that is a member or manager of the limited liability company

☐ a trustee of a trust that is a member or manager of the limited liability company

☐ a member of the Virginia State Bar.

OR

(2) ☐ a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

3. The limited liability company’s initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is identical to the business office of the initial registered agent, is

5008 Airport Road                                                     Roanoke                                     ,		VA         24012
(number/street)	(city or town)	(zip)

which is physically located in the ☐ county or ☐ city of Roanoke                                                 

4. The limited liability company’s principal office address, including the street number, is

5008 Airport Road, Roanoke, Virginia 24012
(number/street)	(city or town)	(zip)

Organizer(s)

/s/ Jimmie L. Wade	7/27/09
(signature)	(date)
Jimmie L. Wade
(printed name)	(telephone number (optional)

SEE INSTRUCTIONS ON THE REVERSE

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EX-3.24

Exhibit 3.24

DISCOUNT AUTO PARTS, LLC

OPERATING AGREEMENT

This OPERATING AGREEMENT (the “Agreement”) of Discount Auto Parts, LLC, a Virginia limited liability company (the “Company”), is made as of the 10th day of August, 2009, by the Member, whose name and address is set forth in Exhibit A, attached hereto.

ARTICLE I

Formation

1.1    Formation. The Member acknowledges the formation of the Company under the Act pursuant to the filing of Articles of Domestication and Articles of Organization with the Virginia State Corporation Commission (“SCC”) and its issuance of a Certificate of Organization on August 10, 2009.

1.2    Name. The name of the Company is “Discount Auto Parts, LLC.” The business of the Company may be conducted under such trade or fictitious names as the Member may determine.

1.3    Purpose. The purpose of the Company shall be to engage in any activity permitted by law.

1.4    Principal Office. The principal office of the Company, at which the records required to be maintained by the Act arc to be kept, shall be 5008 Airport Road, Roanoke. Virginia 24012, or such other place as the Member may determine.

1.5    Registered Agent. The Company’s agent for service of process shall be Sarah E. Powell, Esq., or any other qualified Person as the Member may designate and the registered office shall be 5008 Airport Road, Roanoke, Virginia 24012 or any other office as the Member may designate.

1.6    Term. The term of the Company shall be perpetual, unless sooner dissolved and terminated in accordance with the Act and this Agreement.

1.7    Tax Treatment The Member intends that the Company be treated as a corporate entity for tax purposes and this Agreement shall be interpreted accordingly.

ARTICLE II

Definitions

Terms defined elsewhere in the text of this Agreement shall have the meanings set forth for them in the text. Otherwise, as used in this Agreement, the following words shall have the meanings set forth below:

2.1    Act. The Virginia Limited Liability Company Act, sections 13.1-1000, et seq., amended or superseded from time to time.

2.2    Business. The ownership, management, and operation of the Company, and all business activities related or incidental thereto.

2.3    Capital Contribution. The amount of money or the Fair Market Value of property contributed to the Company by the Member on the date of contribution.

2.4    Company. Discount Auto Parts, LLC, a Virginia limited liability company.

2.5    Fair Market Value. The amount at which property would change hands between a willing buyer and a willing seller, neither being under a compulsion to buy or sell and both having reasonable knowledge of the relevant facts.

2.6    Interest. The ownership interest of the Member in the Company at any particular time, initially set forth in Exhibit A, including the right of the Member to any and all benefits to which the Member is entitled and obligations to which the Member is subject under this Agreement.

2.7    Managers. The Persons who have been at any time selected to serve as Managers by the Members in accordance with this Agreement. The Managers as of the Effective Date are: Kevin P. Freeland, Michael A. Norona, and Jimmie L. Wade.

2.8    Member. The Person whose name is set forth in Exhibit A in the capacity of a Member of the Company and any Person admitted as a new Member under this Agreement.

2.9    Membership Certificates. The certificates that represent Interests in the Company.

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2.10    Person. Any human being or firm, organization, partnership, association, corporation, legal representative, trustee, trustee in bankruptcy, or receiver.

ARTICLE III

The Member and Capital Contributions

3.1    The Member, Interest and Initial Capital Contribution. The name, interest and initial Capital Contribution of the Member, which will be made simultaneously with the execution of this Agreement, are set forth in Exhibit A.

3.2    Additional Capital Contribution. The Member shall not be required to make any Capital Contribution in addition to its initial Capital Contribution. The Member may make additional Capital Contributions to the Company as it shall determine from time to time.

ARTICLE IV

Management

4.1    Power and Authority of the Managers Except as otherwise provided herein, the Managers shall: (i) exercise complete and exclusive control of the management of the Company’s business and affairs; and (ii) have the right, power, and authority on behalf of the Company, and in its name, to exercise all of the rights, powers, and authorities of the Company under the Act. Each Manager shall discharge his or her duties as a manager in accordance with the standards of conduct set forth in Section 13.l-l024.1 of the Act. Subject to the limitations set out in this Agreement, the powers so exercised shall include but not be limited to the following:

(a)    Entering into, making and performing contracts. agreements and other undertakings binding the Company that may be necessary appropriate or advisable in furtherance of the purposes of the company.

(b)    Opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not he commingled with funds from other sources and shall he used solely for the business of the Company.

(c)    Collecting funds due to the Company.

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(d)    Adjusting, utilizing for the Company’s purposes, maintaining and disposing of any assets of the Company.

(e)    To the extent that funds of the Company are available therefor, paying debts and obligations of the Company.

(f)    Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings.

(g)    Making elections available to the Company under the Internal Revenue Code of the United States.

(h)    Obtaining general liability, property and other insurance for the Company, as the Manager deems proper.

(i)    Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

4.2    The Managers. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager” pursuant to Section 13.1-1024 of the Act). The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager; (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.

4.3     Election, Etc. of Managers.

(a)    There shall be three Managers. As of the Effective Date, the Managers arc Kevin F. Freeland, Michael A. Norona, and Jimmie L. Wade. The Managers may elect a President who shall act as the chief executive officer and have such additional authority as the Managers may from time to time assign. As of the Effective Date, Jimmie L. Wade shall be the President. A Person may be removed as a Manager only by the Member who elected such Manager For Cause or otherwise. ln addition, in the event a Manager is removed., the Company shall undertake any and all actions necessary to have the ren1ovcd Manager released from any and all liability in connection with or which may arise from any obligation, indebtedness or other liability of the

4

Company whether existing at the time of such removal or arising thereafter, unless any such liability constitutes part or all of the basis for his removal. A Manager may be a natural person or an Entity.

(b)    In the event any Person resigns, is removed or otherwise vacates the office of Manager, the Member shall elect a replacement Manager to serve in the place and stead of the withdrawing, removed or vacating Manager in accordance with the provisions of Section 4.3 hereof.

4.4     Intentionally Deleted

4.5     Officers.

(a)    The Managers shall, from time to time, appoint officers, which may include but shall not be limited to, a chief executive officer, a president, one (1) or more executive vice presidents, senior vice presidents or vice presidents, a secretary, a treasurer and/or chief financial officer. Except as otherwise provided herein, appointment of any officer or agent shall not of itself create contract rights. Any person may hold any number of offices. No officer need be a Member.

(b)    Such officers, if any, shall have such authority and perform such duties in the management of the Company customary for the position or otherwise as determined by the Managers.

4.6    Indemnification. The Company shall indemnify the Managers to the full extent permitted by the Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Managers may be entitled. The Managers may take such action as is necessary to carry out these indemnification provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.

4.7    Liability of Manager. So long as a Manager acts in good faith with respect to the conduct of the business and affairs of the Company, no Manager shall be liable or accountable to the Company or to any of the Members, in damages or otherwise, for any error or judgment, for any mistake of fact or of law, or for any other act or thing which he may do or refrain from doing in connection with the business and affairs of the Company, except for willful misconduct or gross negligence or breach of fiduciary duty.

4.8    Actions. The Managers shall act either at a meeting or by written consent.

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In either case, approval of the majority of the Managers then in office (but in no case fewer than two) shall be necessary and sufficient to authorize or direct any act. Meetings of Managers may be called by a majority of Managers then in office, by the Chairman or by the Chief Executive Officer. Meetings may be held on notice (which need not be written) stating the place, date and hour of the meeting given not less than 24 hours before the noticed time. Meetings may be held without notice if all Managers attend or waive notice. Notice need not state the purpose of the meeting. Notice to be effective must be reasonably designed to inform the Manager of the meeting or actually so inform him or her. A quorum shall be a majority (but not fewer than two) of the Managers then    in office. Managers may attend a meeting by use of any means of communication by which all Managers participating may simultaneously hear and speak to each other.

4.9    Compensation. By resolution of the Managers, a Manager may be allowed a fee and expenses for serving as Manager. Nothing herein shall preclude Managers from serving the Company in other capacities and receiving compensation for such services.

4.10    Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Managers as set forth herein, subject only to the express limitations set forth in this Agreement or by law.

4.11    Duties of the Manager. The Managers will devote such time, effort, and skill in the management of the Company’s business affairs as each deems necessary and proper for the Company’s welfare and success.

ARTICLE V

Limitation of Liability Indemnification

5.1    Limitation of Liability of Manager. The Member hereby acknowledges and agrees that the liability of the Manager to the Company or to any Member(s) shall be limited to the maximum extent permissible under Section 13.1-1025 of the Act.

5.2    Indemnification. The Company shall indemnify any Person who was or is a party to any proceeding, including a proceeding brought by a Member in the right of the Company or brought by or on behalf of the Members of the Company, by reason of the fact that such Person is or was a Manager of the Company, or is or was serving at the request of the Company as a manager, director, trustee, partner, or officer of the Company or another limited liability company, corporation, partnership, joint venture, trust employee benefit plan.. or other enterprise, against any liability and reasonable expenses (including reasonable attorney fees) incurred by such Person in connection with

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such proceeding unless he or she has engaged in willful misconduct or a knowing violation of the criminal law. No amendment or repeal of this Section 5.2 shall have any effect on the rights provided herein with respect to any act or omission occurring before such amendment or repeal. If the Managers or any authorized Committee of the Members determines that the facts then known do not preclude indemnification, the Company shall advance or promptly reimburse the reasonable expenses incurred by an eligible applicant who is a party to a proceeding in advance of final disposition of the proceeding if the applicant furnishes the Company:

(a)    a written statement of good faith belief that he or she has met the standard of conduct described in this Section 5.2; and

(b)    a written undertaking, executed personally or on the applicant’s behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

ARTICLE VI

Transfer of Interest

6.1    Assignment. In the event that the Member transfers all or part of its Interest in the Company, Persons acquiring an interest in the Company by assignment or otherwise will not become Members until:

a.    their admission as Members is approved by the remaining Member(s), if any;

b.    they execute an Operating Agreement of the Company as it then exists; and

c.    they make any required Capital Contribution.

ARTICIE VII

General Provisions

7.1    Governing Law. This Agreement and the rights and liabilities of the parties shall be governed exclusively by the Agreements terms and by the laws of the Commonwealth of Virginia without reference to its choice of law provisions. and specifically the Act.

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7.2    Construction. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or neutral forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

7.3    Severability. Every provision of this Agreement is intended to be severable. If any term or provision herein is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remainder of the terms or provisions in this Agreement.

7.4    Successors. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

7.5    Addresses. The Member shall keep the Company informed of its current address.

7.6    Notices. Except as otherwise provided in this Agreement, any notice permitted or required hereunder shall be in writing and shall be deemed given when hand-delivered, sent by facsimile with confirmation of receipt, or sent by registered or certified mail to the intended recipient at the recipient’s last known address. Notice sent to the Member’s address as maintained in the Company’s records shall be effective with respect to the Member.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Member has executed this Agreement.

ADVANCE STORES COMPANY,

INCORPORATED, a Virginia corporation and

sole member of Discount Auto Parts, LLC, a

Virginia limited liability company

By: /s/Sarah E. Powell

Name: Sarah E. Powell

Title: Senior Vice President,

General Counsel and Corporate Secretary

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EXHIBIT A

The Member, the business address, the initial Capital Contribution and the percentage oflntercst arc as follows:

Member & Address	Capital Contribution	Interest
Advance Stores Company,             Incorporated             5008 Airport Road             Roanoke, Virginia 24012	$763,633,416.00	100%

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EX-3.25

Exhibit 3.25

CERTIFICATE OF MERGER

MERGING

IDES ACQUSITION, INC.

(a Delaware Corporation)

WITH AND INTO

DRIVERSIDE, INC.

(a Delaware Corporation)

Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), Driverside, Inc., a Delaware corporation, hereby certifies the following information relating to the merger (the “Merger”) of Ides Acquisition, Inc., a Delaware corporation, with and into Driverside, Inc.:

FIRST: The names and state of incorporation of each of the corporations constituent to the Merger are as follows:

Name	Jurisdiction
Ides Acquisition, Inc.	Delaware
Driverside, Inc.	Delaware

SECOND: An agreement and plan of merger was entered into by the constituent corporations and has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with Section 251(c) of the DGCL.

THIRD: The name of the surviving corporation of the Merger is Driverside, Inc., which shall continue its existence as the surviving corporation under the name Driverside, Inc.

FOURTH: Upon the effectiveness of the filing of this Certificate of Merger, the Certificate of Incorporation of Driverside, Inc., as amended to date, shall be amended and restated in its entirety by reason of the Merger herein certified, among other things, to change Article Fourth, the authorized stock of the Corporation, and that the Fourth Amended and Restated Certificate of Incorporation as set forth on Exhibit A hereto shall continue as the Restated Certificate of Incorporation of the surviving corporation until further amended in accordance with the provisions of the DGCL.

FIFTH: The executed agreement and plan of merger is on file at the principal place of business of the surviving corporation, at 639 Front Street, 4^th Floor, San Francisco, California 94105, and will be furnished by the surviving corporation, on request and without cost, to any stockholder of either constituent corporation.

SIXTH: The Merger shall become effective at 12:01 a.m. Eastern Standard Time on August 26, 2011.

IN WITNESS WHEREOF, Driverside, Inc. has caused this Certificate of Merger to be executed in its corporate name on this 25^th day of August, 2011.

DRIVERSIDE, INC.
By:	/s/ John A. Dunning, Jr.
Name:	John A. Dunning, Jr.
Title:	President and Chief Executive Officer

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EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

[Attached]

1

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DRIVERSIDE, INC.

ARTICLE I

The name of the corporation is Driverside, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive Suite 101, Dover, Delaware 19904 which is located in Kent County. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

A.        The total number of shares of all classes of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, without par value per share (the “Common Stock”).

B.        The holders of Common Stock shall be entitled to one (1) vote per share on al matters to be voted on by the stockholders of the Corporation.

ARTICLE V

Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise.

ARTICLE VII

A.        Any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of such holders or by any consent in writing by such holders in accordance with the Delaware General Corporation Law.

B.        Special meetings of stockholders may be called only by the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer, and may not be called by any other person or persons.

ARTICLE VIII

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. No amendment to or repeal of this ARTICLE VIII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable Delaware law (statutory and non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders and others.

ARTICLE IX

The Corporation reserves the right at any time, and, from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article; provided, however, that the affirmative vote of 66 2/3% of the voting power of the capital stock of the Corporation entitled to vote thereon shall

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be required to amend, alter or repeal, or adopt any provision inconsistent with, whether by amendment, merger or otherwise, the provisions of ARTICLES VII, VIII and IX.

DRIVERSIDE, INC.
By:	/s/ John A. Dunning, Jr.
Name:	John A. Dunning, Jr.
Title:	President and Chief Executive Officer

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EX-3.26

Exhibit 3.26

BYLAWS

OF

JOMAJA, INC.

A DELAWARE CORPORATION

(Adopted on July 23, 2007)

TABLE OF CONTENTS

		Page
ARTICLE I – MEETING OF STOCKHOLDER		1
1.1	Place of Meeting	1
1.2	Annual Meeting	1
1.3	Special Meeting	1
1.4	Notice of Meetings	2
1.5	Record Date	2
1.6	List of Stockholders	4
1.7	Quorum; Vote Required for Action	4
1.8	Organization	5
1.9	Voting	5
1.10	Inspectors of Election	6
1.11	Action without a Meeting	6
ARTICLE II – DIRECTORS		7
2.1	Powers of Directors	7
2.2	Number, Election and Term Office	7
2.3	Removal	8
2.4	Vacancies	8
2.5	Regular Meetings of Directors	8
2.6	Special Meetings of Directors	8
2.7	Quorum; Vote Required for Action	8
2.8	Executive and Other Committees	9
2.9	Organization	9
2.10	Action without a Meeting	10
2.11	Telephone Participation in Meetings	10
2.12	Execution of Documents and Instruments	10
ARTICLE III – OFFICERS		10
3.1	Designations	10
3.2	Term of Office; Removal	10
3.3	Additional Officers	10
3.4	Compensation	11
3.5	Chairman of the Board	11
3.6	President	11
3.7	Vice President	11

3.8	Secretary	11
3.9	Treasurer	12
3.10	Delegation of Authority	12
3.11	Representation of Shares of Other Corporations	12
ARTICLE IV – INDEMNIFCATION		12
4.1	Directors and Officers	12
4.2	Payment Expenses	12
4.3	Other Indemnification and Payment of Expenses	13
4.4	Basis of Rights; Other Rights	13
4.5	Determination of Indemnification	13
4.6	Insurance	13
4.7	Powers of the Board	14
4.8	Subrogation	14
4.9	No Duplication of Payments	14
4.10	Amendment of Repeal	14
4.11	Definition of “Corporation”	14
4.12	Definition of “Authorized Representative”	15
ARTICLE V CAPITAL STOCK		15
5.1	Stock Certificate	15
5.2	Transfer of Stock	15
5.3	Lost, Stolen, Destroyed, or Mutilated Certificate	15
5.4	Regulations	15
5.5	Stockholders of Record	15
5.6	Restriction on Transfer	16
ARTICLE VI     GENERAL PROVISIONS		16
6.1	Corporate Seal	16
6.2	Fiscal Year	16
6.3	Checks, Notes, Etc.	16
6.4	Contracts	16
6.5	Financial Reports	16
6.6	Notices	16
6.7	Effect of Bylaws	17
6.8	Amendments	17

ADDENDUM

Register of Amendments to the Bylaws

*****

BYLAWS

*****

ARTICLE I - MEETINGS OF STOCKHOLDERS.

1.1    Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. The Board of Directors may in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, determine (i) that the meeting shall not be held at any place, but may instead be held solely by means of remote communication or (ii) that in addition to being held at the place specified in the notice of the meeting, the stockholders may participate in the meeting and be deemed present in person and vote by means of remote communication; provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

1.2    Annual Meeting. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation’s fiscal year on such date and at such time as shall be designated by the Board of Directors.

1.3    Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors or stockholders owning not less than a majority of the outstanding capital stock of the Corporation entitled to vote at such meeting by delivering a written request to the Secretary of the Corporation, which request shall set forth the purpose or purposes for which the special meeting is called. Upon receipt of any such request, it shall be the duty of the Secretary to fix the date and time of the meeting, to be held not more than 75 days following receipt of the request, and to give notice thereof. If the Secretary shall neglect to refuse to fix the date and time of the meeting, the person or persons calling the meeting may do so.

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1.4    Notice of Meetings.

(a)    Except as otherwise provided by the General Corporation Law of the State of Delaware (the “DGCL”), a written notice stating the place, if any, date and hour of each meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meetings and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting, not less than 10 days nor more than 60 days before the date of the meeting, unless a greater period of time is required by the DGCL in a particular case, any such notice shall be given in accordance with Section 6.6 of these Bylaws. The Board of Directors may, at any time prior to the holding of a meeting of stockholders, postpone such meeting to such time and place as is specified in the notice of postponement of such meeting, which notice shall be given at least ten days before the date to which the meeting is postponed.

(b)    Any meeting of stockholders may be adjourned at any time by the person who shall be lawfully acting as chairman of the meeting, if such adjournment is deemed by the chairman of the meeting to be a reasonable course of action under the circumstances. An adjourned meeting may reconvene at the same or another place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.5    Record Date.

(a)    In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may by resolution fix a record date, which record date shall not precede the date on which such resolution is adopted and shall not be more than 60 nor less than 10 days before the date of such meeting, or, in the case of corporate action in writing without a meeting, shall not be more than 10 days after the date on which the resolution is adopted. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, (A) when no prior action by the Board of Directors is required by the DGCL, shall be the first date on which a signed written consent setting forth the actions taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, or to its principal place of business to the attention of the Secretary of the Corporation, or (B) when prior action by the Board of Directors is required by the DGCL, shall be at the close of business on the date on which the Board of Directors adopts the

2

resolution taking such prior action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b)    In order to determine the stockholders entitled to receive payment of any dividend or other distribution or for any other lawful action, the Board of Directors may by resolution fix a record date, which record date shall not precede the date on which such resolution is adopted and shall not be more than 60 days prior to such action. If no record date is fixed, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

1.6    List of Stockholders. The Secretary shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided, however, that the Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

1.7    Quorum; Vote Required for Action.

(a)    The presence in person or by proxy of the holders of a majority of the shares entitled to vote at a meeting shall constitute a quorum. Notwithstanding the previous sentence, where a separate vote by class or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. The stockholders present at a duly organized meeting can continue to do business until adjourned, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present in person or by proxy shall have the power, except as otherwise provided by the DGCL, to adjourn the meeting to such time and place as they may determine.

(b)    Except as otherwise provided by the DGCL or the Certificate of Incorporation, at all meetings of the stockholders the voting shall be by voice vote, but upon the direction of the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.

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(c)    Except as otherwise provided by the DGCL or by the Certificate of Incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors and, whenever any corporate action, other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote thereon.

(d)    Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

1.8    Organization. Every meeting of the stockholders shall be presided over by the Chairman of the Board, if any, or, if the Chairman of the Board is not present (or, if there is none), one of the following persons in the order stated: (a) the President; (b) a Vice President; (c) if the President or a Vice President is not present, such person who may have been chosen by the Board of Directors; or (d) if no individual named in clause (c) is present, a chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the corporation issued and outstanding and entitled to vote at the meeting and who are present at in person or represented by proxy. The Secretary of the Corporation shall act as secretary of all meetings of stockholders. In the absence of the Secretary, the chairman of the meeting shall appoint a person to act as secretary of the meeting.

1.9    Voting.

(a)    Except as otherwise provided by the DGCL or the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.

(b)    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. In the case of a proxy granted by execution of a writing, such execution may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder signing such writing or causing such stockholder’s signature to be affixed to such writing by any reasonable means, including by facsimile signature. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, a stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmissions was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

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(c)    No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

1.10    Inspectors of Election. In advance of any meeting of stockholders the Board of Directors shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such person’s ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at the meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by them; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

1.11    Action without a Meeting.

(a)    Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its principal place of business, or an officer or agent of the Corporation having custody of the minutes of proceedings of the stockholders of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its principal place of business, or an officer or agent of the Corporation having custody of the minutes of proceedings of the stockholders of the Corporation.

(b)    A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated, provided that any such telegram, cablegram or other electronic transmission set forth or is delivered

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with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall have been delivered to the Corporation by delivery to its principal place of business or to an officer or agent of the Corporation having custody of the minutes of the proceedings of the stockholders of the Corporation. Delivery made to a Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consent given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer of agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(c)    Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE II - DIRECTORS

2.1    Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall exercise all powers that may be exercised or performed by the Corporation and that are not by statute, the Certificate of Incorporation or these Bylaws directed to be exercised or performed by the stockholders.

2.2    Number, Election and Term of Office. Subject to any contrary provision in the Certificate of Incorporation, the total number of authorized directors shall be fixed from time to time by a duly adopted resolution of the Board of Directors or of the stockholders. Directors need not be stockholders of the Corporation. The directors shall be elected by the stockholders at the annual meeting or any special meeting called for such purpose. Each director shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier death, resignation or removal. A director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Unless otherwise specified in such notice, a resignation shall take effect upon delivery of such notice to the Corporation.

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2.3    Removal. Any director or the entire Board of Directors may be removed, with or without cause, by stockholders owning a majority of the shares then entitled to vote at an election of directors, unless otherwise provided by the DGCL or the Certificate of Incorporation.

2.4    Vacancies. Subject to any contrary provision in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the total number of authorized directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. If, at the time of filing any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the total number of authorized directors (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

2.5    Regular Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place, within or without the State of Delaware, as the Board of Directors from time to time by resolution shall determine. No notice shall be requested for any regular meeting of directors; provided that a copy of every resolution fixing or changing the time or place of regular meetings shall be given to each director a reasonable time prior to the first meeting held pursuant thereto. Any such notice shall be given in accordance with Section 6.6 of these Bylaws.

2.6    Special Meetings of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or two or more members of the Board of Directors then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall determine. Notice of every special meeting of the Board of Directors shall be given to each director. Notice by personal delivery or electronic transmission shall be given at least 24 hours prior to such special meeting. Notice by courier or express delivery service shall be given at least 48 hours prior to such special meeting. Notice by United States mail shall be given at least five days prior to such special meeting. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, the meeting need be specified in the notice of meeting.

2.7    Quorum; Vote Required for Action.

(a)    At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business; provided that, unless the total number of authorized directors is one, in no event shall a quorum be less than one-third (1/3) of the total number of authorized directors or less than two.

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(b)    Except as otherwise provided by the DGCL or in the Certificate of Incorporation, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors,

2.8    Executive and Other Committees.

(a) The Board of Directors may, by resolution, establish an Executive Committee and one or more other committees, each committee to consist of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and the alternate or alternates, if any, designated for such member, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(b)    The Executive Committee, if established, and any such other committee to the extent provided in the resolution establishing such committee, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation. A committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. The Executive Committee shall, without limitation, have the power and authority to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL (provided that no vote of stockholders of the corporation is required for the effectuation of such merger). Other committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee so formed shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

(c)    The term “Board of Directors” or “Board,” when used in any provision of these Bylaws relating to the organization or procedures of or the manner of taking action by the Board of Directors, shall be construed to include and refer to the Executive Committee and any other committees of the Board.

2.9    Organization. Meetings of the Board of Directors shall be presided over: (a) by the Chairman of the Board if any; or (b) if the Chairman of the Board is not present (or, if there is none), by the President (if a director); or (c) in the absence or ineligibility of the President, by a chairman chosen at the meeting by a majority of those directors present. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors. In the absence of the Secretary of the Corporation, the chairman of the meeting may appoint any person to act as secretary of the meeting.

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2.10    Action without a Meeting, Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings and electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filings shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11    Telephone Participation in Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

2.12    Execution of Documents and Instruments. Notwithstanding any subsequent provisions of these Bylaws, the Board shall have power from time to time by resolution to prescribe by what officers or agents, particular documents or instruments, or particular classes of documents or instruments, shall be signed, countersigned, endorsed or executed.

ARTICLE III - OFFICERS

3.1    Designations. The officers of the Corporation shall be chosen by the Board of Directors. The Board of Directors shall choose a President, a Secretary and a Treasurer, and may choose a Chairman of the Board, one or more Vice Presidents and such other officers as it shall deem necessary or appropriate and elected in accordance with the provisions of Section 3.3, All officers of the Corporation shall exercise such powers and perform such duties as shall from time to time be determined by the Board of Directors. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

3.2    Term of Office; Removal. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Any officer may be removed, with or without cause, at any time by the Board of Directors. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term by the Board of Directors.

3.3    Additional Officers. The Board of Directors may from time to time elect such other officers as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these Bylaws, or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

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3.4    Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that such person is also a director of the Corporation.

3.5    Chairman of the Board. The Chairman of the Board, if one has been elected, shall perform functions and duties as may be assigned to him or her from time to time by the Board of Directors. The Chairman of the Board shall, if present, preside at all meetings of stockholders and of the Board of Directors.

3.6    President. The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors otherwise provides. The President shall, unless the Board of Directors provides otherwise in a specific instance or generally, preside at all meetings of the stockholders and the Board of Directors, have general and active management of the business of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

3.7    Vice President. The Vice President, if any (or in the event that there be more than one, the Vice Presidents in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of, or in the event of the disability of, the President, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

3.8    Secretary. The Secretary shall have such powers and perform such duties as are incident to the office of Secretary. The Secretary shall maintain a stock ledger and prepare lists of stockholders and their addresses as required and shall be the custodian of corporate records. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other committees, if required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision the Secretary shall act. The Secretary shall have custody of the seal of the Corporation, and the Secretary shall have authority to affix the same to any instrument requiring it; and, when so affixed, the seal may be attested by the Secretary’s signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by such officer’s signature. The Secretary by virtue of his office shall be an Assistant Treasurer. In the absence or disability of the Secretary, an Assistant Secretary shall perform the duties and functions of the Secretary.

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3.9     Treasurer, The Treasurer shall be the Chief Financial Officer of the Corporation and shall perform such duties and shall have such powers as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer. The Treasurer shall have the custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the Corporation. The Treasurer by virtue of his office shall be an Assistant Secretary. In the absence or disability of the Treasurer, an Assistant Treasurer shall perform the duties and functions of the Treasurer.

3.10    Delegation of Authority. Notwithstanding any provision hereof, the Board of Directors may, from time to time, delegate the powers or duties of any officer to any other officers or agents.

3.11    Representation of Shares of Other Corporations, Any officer of the Corporation, and any other person authorized by the Board of Directors, may vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares and/or other interests of any corporation, partnership, limited liability company other entity held by the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

ARTICLE IV - INDEMNIFICATION

4.1    Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director and officer (including each former director and officer) of the Corporation who was or is made a party to or witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an Authorized Representative (as defined in Section 4.9 hereof) of the Corporation, against any and all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

4.2    Payment of Expenses. The Corporation shall pay expenses incurred by a director or officer of the Corporation referred to in Section 4.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 4.1 hereof in advance of the final disposition of such action, suit or proceeding; provided, however, that such expenses shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such director or officer to repay all such amounts

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paid in advance if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation because he or she has not met the standard or conduct set forth in the first sentence of Section 4.5 hereof.

4.3    Other Indemnifications and Payment of Expenses. This Article IV shall not limit the right of the Corporation, to the extent and in the manner permitted by the DGCL, to indemnity any other employee or agent of the Corporation against any and all expenses incurred by such employee or agent by reason of the fact that he or she is or was an Authorized Representative and to pay expenses in advance of the final disposition of any action, suit or proceeding. Any such indemnification and payment of expenses shall be on such terms and conditions as the Board of Directors may determine from time to time.

4.4    Basis of Rights; Other Rights. Each director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, statute or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has cause to be an Authorized Representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

4.5    Determination of Indemnification. Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Authorized Representative is proper in the circumstances because such person has acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made with respect to an Authorized Representative who is a director or officer at the time of such determination (a) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

4.6    Insurance, The Corporation may purchase and maintain insurance on behalf of each director and officer against any liability asserted against or incurred by such director or officer in any capacity, or arising out of such director’s or officer’s status as such, whether or not the Corporation would have the power to indemnify such director or officer against such liability under

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the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (a) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (b) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 4.3 hereof against any liability asserted against or incurred by such person in any capacity, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

4.7    Powers of the Board. The Board of Directors, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to pledge the assets of the Corporation, from time to time to discharge the Corporation’s obligations with respect to indemnification, the advancement and reimbursement of expenses and the purchase and maintenance of insurance referred to in this Article IV.

4.8    Subrogation. In the event of payment of indemnification to a person described in Section 4.1 or Section 4.3, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce such recovery.

4.9    No Duplications of Payments. The Corporation’s obligation, if any, to indemnify or to advance expenses to any director, officer, employee or other agent pursuant to this Article IV shall be reduced by any amount such director, officer, employee or other agent may collect as indemnification or advancement of expenses under any insurance policy, agreement or otherwise.

4.10    Amendment or Repeal, Any repeal or modification of this Article IV shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

4.11    Definition of “Corporation”. For purposes of this Article, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Authorized Representatives so that any person who is or was an Authorized Representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

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4.12    Definition of “Authorized Representative”. For the purposes of this Article, the term “Authorized Representative” shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation.

ARTICLE V - CAPITAL STOCK

5.1    Stock Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted by the Board of Directors, shall be signed by the President or Chairman of the Board and by the Secretary or Treasurer, and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

5.2    Transfer of Stock. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation, by the holder of record in person or by the holder’s duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer.

5.3    Lost, Stolen, Destroyed, or Mutilated Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, destroyed or mutilated. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, destroyed or mutilated certificate or certificates, or his or her legal representative, to give reasonable evidence of such loss, theft or destruction, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, destroyed or mutilated or the issuance of such new certificate.

5.4    Regulations. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these Bylaws as it may deem expedient concerning the issuance, transfer, and registration of shares of capital stock of the Corporation.

5.5    Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

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5.6    Restriction on Transfer. A restriction on the hypothecation, transfer or registration of transfer of shares of the Corporation may be imposed either by these Bylaws or by an agreement among any number of stockholders or such holders and the Corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or voted in favor of the restriction.

ARTICLE VI - GENERAL PROVISIONS

6.1    Corporate Seal. The Board of Directors may, by resolution, adopt a corporate seal in such form as the Board of Directors shall from time to time determine.

6.2    Fiscal Year. The fiscal year of the Corporation shall be as designated by resolution of the Board of Directors from time to time.

6.3    Checks, Notes, Etc. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors or the President, acting pursuant to authority delegated by the Board of Directors, may approve. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and other persons as the Board of Directors from time to time shall designate. When authorized to do so by the Board of Directors, the President or such other officers as may be designated by the Board of Directors may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

6.4    Contracts. The Board of Directors may authorize any officer or officers or any agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.5    Financial Reports. Financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board of Directors, in which event the scope of such statements or reports shall be within the discretion of the Board of Directors, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants.

6.6    Notices.

(a)    Whenever, under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, notice is required to be given to any stockholder, it shall mean (i) notice in writing delivered personally or mailed (whether by United States mail, courier or other form of express delivery service) to the stockholder at his address as it appears on the books of the Corporation, or (ii) if consented to by the stockholder, notice by a form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process (any such method, an “electronic transmission”).

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(b)    Whenever, under the provisions of the DGCL or the Certificate of Incorporation or these Bylaws, notice is required to be given to any director, it shall mean (i) notice in writing delivered personally or mailed (whether by United States mail, courier or other form of express delivery service) to the director at his address as it appears on the books of the Corporation or (ii) if consented to by the director, notice by electronic transmission.

(c)    If the notice is sent by mail, it shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder or director at such stockholder’s or director’s address as it appears on the books of the Corporation. If the notice is sent by courier or other form of express delivery service, it shall be deemed to be given when accepted by the courier or other express delivery service, directed to the stockholder or director at such stockholder’s or director’s address as it appears on the books of the Corporation. If notice is given by facsimile telecommunication, it shall be deemed to be given when directed to a number at which the stockholder or director has consented to receive notice. If notice is given by electronic mail, it shall be deemed given when directed to an electronic mail address at which the stockholder or director has consented to receive notice. If notice is given by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, it shall be deemed to be given upon the later of such posting and the giving of such separate notice. If notice is given by another form of electronic transmission, it shall be deemed given when directed to the stockholder or director. Any consent to notice by electronic transmission shall be revocable by the stockholder or director by written notice to the Corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(d)    Whenever any notice is required to be given by the DGCL, by the Certificate of Incorporation or by these Bylaws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to said notice or a waiver by electronic transmission by the person entitled to said waiver, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

6.7    Effect of Bylaws. No provision in these Bylaws shall vest any property right in any stockholder.

6.8    Amendments. Subject to any contrary provision in the Certificate of Incorporation, the authority to adopt, amend or repeal Bylaws of the Corporation is expressly conferred upon the Board of Directors, which may take such action by resolution at any regular or special meeting thereof, subject always to the power of the stockholders to adopt, amend or repeal Bylaws.

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EX-3.27

Exhibit 3.27

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

Richmond, April 3, 2009

This is to certify that the certificate of organization of

E-Advance, LLC

was this day issued and admitted to record in this office and that the said limited liability company is authorized to transact its business subject to all Virginia laws applicable to the company and its business. Effective date: April 3, 2009

[SEAL]	State Corporation Commission
	Attest
	/s/ Joel H. Peck
	Clerk of the Commission

CIS0354

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION

OF

E-ADVANCE, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1. The name of the limited liability company is:

        E-Advance, LLC

2. The address of the initial registered office which is located in the City of Roanoke, Virginia is:

        5008 Airport Road

        Roanoke, Virginia 24012

3. A.    The registered agent’s name is Sarah E. Powell, whose business address is the same as the registered office.

B.     The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

4. The remaining address of the principal office of the limited company where the records will be maintained pursuant to Virginia Code Section

13.1-1028 is:

        5008 Airport Road

        Roanoke, Virginia 24012

5. No member of the Company or other person shall have authority to act for or bind the Company unless (a) the member or person is a manager appointed by a majority of the members of the Company in accordance with the operating agreement of the Company, and (b) the member or person is authorized as a manager to so act or bind the Company pursuant to the operating agreement of the Company or any vote, resolution, or consent of a majority of the members in accordance with such operating agreement. Any third party dealing with a member or other person may rely without liability on the authority of such member or person as a manager or officer to act for or bind the Company provided that (a) such member or person presents the third party with a signed statement certifying that he is either a manager or officer of the Company and has such authority, and (b) the third party has no knowledge or notice that such member or person lacks such authority.

6. To the full extent that the Virginia Limited Liability Company Act (Chapter 12 of Title 13.1), as it exists on the date hereof or may hereinafter be amended (the “Act”), permits the limitation or elimination of the liability of a member and manager a member or manager of the limited liability company shall not be liable to the limited liability company or its members for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

The limited liability company shall indemnify an individual made a party to a proceeding because he is or was a member or manager of the limited liability company against liability incurred in the proceeding if he conducted himself in good faith, and he believed in the case of his conduct in his official capacity with the limited liability company, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination of whether a member or manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The limited liability company many not indemnify (1) in connection with a proceeding by or in the right of the limited liability company in which the member or manager was adjudged liable to the limited liability company, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

The limited liability company shall pay for or reimburse the reasonable expenses incurred by a member or manager who is a party to a proceeding in advance of final disposition of the proceeding if (1) the member or manage furnishes the limited liability company a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the member or manager furnishes the company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

All terms defined in Article 10 of the Virginia Stock Corporation Act (Chapter 9 of Title 13.1) as adopted by reference in the Act and as enacted and in effect on the date of these articles of organization, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the

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capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this article shall not adversely affect any right or protection of a member or manager of or with respect to any acts or omissions of such member or manager occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this article with respect to a claim for indemnification shall be reduced to the extent the member or manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

7. Signature:

By:	/s/ Clifford C. McKisson	April 3, 2009
Name:	Clifford C. McKisson
Title:	Organizer

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EX-3.28

Exhibit 3.28

E-ADVANCE, LLC

OPERATING STATEMENT

This OPERATING STATEMENT (the “Statement”) of E-Advance, LLC, a Virginia limited liability company (the “Company”), is made as of the 10^th day of April, 2009 (the “Effective Date”), by the Member, whose name and address is set forth in Exhibit A, attached hereto.

ARTICLE I

Formation

1.1    Formation. The Member acknowledges the formation of the Company under the Act pursuant to the filing of Articles of Organization with the Virginia State Corporation Commission (“SCC”) and its issuance of a Certificate of Organization on April 3^rd, 2009.

1.2    Name. The name of the Company is “E-Advance, LLC.” The business of the Company may be conducted under such trade or fictitious names as the Member may determine.

1.3    Purpose. The purpose of the Company shall be to engage in any activity permitted by law.

1.4    Principal Office. The principal office of the Company, at which the records required to be maintained by the Act are to be kept, shall be 5008 Airport Road, Roanoke, Virginia 24012, or such other place as the Member may determine.

1.5    Registered Agent. The Company’s agent for service of process shall be Sarah E. Powell, Esq., or any other qualified Person as the Member may designate and the registered office shall be 5008 Airport Road, Roanoke, Virginia 24012 or any other office as the Member may designate.

1.6    Term. The term of the Company shall be perpetual, unless sooner dissolved and terminated in accordance with the Act and this Statement.

1.7    Tax Treatment. The Member intends that the Company be disregarded as an entity separate from the Member and this Statement shall be interpreted accordingly.

ARTICLE II

Definitions

Terms defined elsewhere in the text of this Statement shall have the meanings set forth for them in the text. Otherwise, as used in this Statement, the following words shall have the meanings set forth below:

2.1    Act. The Virginia Limited Liability Company Act, sections 13.1-1000, et seq., as amended or superseded from time to time.

2.2    Business. The ownership, management, and operation of the Company, and all business activities related or incidental thereto.

2.3    Capital Contribution. The amount of money or the Fair Market Value of property contributed to the Company by the Member on the date of contribution.

2.4    Company. E-Advance, LLC, a Virginia limited liability company.

2.5    Fair Market Value. The amount at which property would change hands between a willing buyer and a willing seller, neither being under a compulsion to buy or sell and both having reasonable knowledge of the relevant facts.

2.6    Interest. The ownership interest of the Member in the Company at any particular time, initially set forth in Exhibit A, including the right of the Member to any and all benefits to which the Member is entitled and obligations to which the Member is subject under this Statement.

2.7    Managers. The Persons who have been at any time selected to serve as Managers by the Members in accordance with this Agreement. The Managers as of the Effective Date are: Jimmie L. Wade, Michael A. Norona and Kevin P. Freeland.

2.8    Member. The Person whose name is set forth in Exhibit A in the capacity of a Member of the Company and any Person admitted as a new Member under this Statement.

2.9    Membership Certificates. The certificates that represent Interests in the Company.

2.10    Person. Any human being or firm, organization, partnership, association, corporation, legal representative, trustee, trustee in bankruptcy, or receiver.

ARTICLE III

The Member and Capital Contributions

3.1    The Member, Interest and Initial Capital Contribution. The name, Interest, and initial Capital Contribution of the Member, which will be made simultaneously with the execution of this Statement, are set forth in Exhibit A.

3.2    Additional Capital Contribution. The Member shall not be required to make any Capital Contribution in addition to its initial Capital Contribution. The Member may make additional Capital Contributions to the Company as it shall determine from time to time.

ARTICLE IV

Management

4.1    Power and Authority of the Managers. Except as otherwise provided herein, the Managers shall: (i) exercise complete and exclusive control of the management of the Company’s business and affairs; and (ii) have the right, power, and authority on behalf of the Company, and in its name, to exercise all of the rights, powers, and authorities of the Company under the Act. Each Manager shall discharge his or her duties as a manager in accordance with the standards of conduct set forth in Section 13.1-1024.1 of the Act. Subject to the limitations set out in this Agreement, the powers so exercised shall include but not be limited to the following:

(a)    Entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the company.

(b)    Opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company.

(c)    Collecting funds due to the Company.

(d)    Adjusting, utilizing for the Company’s purposes, maintaining and disposing of any assets of the Company.

(e)    To the extent that funds of the Company are available therefor, paying debts and obligations of the Company.

(f)    Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings.

(g)    Making elections available to the Company under the Code.

(h)    Obtaining general liability, property and other insurance for the Company, as the Manager deems proper.

(i)    Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

4.2    The Managers. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager’” pursuant to Section 13.1-1024 of the Act). ‘The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager; (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.

4.3    Election. Etc. of Managers.

(a)    There shall be three Managers. As of the Effective Date, the Managers are Jimmie L. Wade, Michael A. Norona and Kevin P. Freeland. The Managers may elect a President who shall act as the Chief Executive Officer and have such additional authority as the Managers may from time to time assign. As of the Effective Date, Kevin P. Freeland shall be the President. A Person may be removed as a Manager only by the Member who elected such Manager For Cause or otherwise. In addition, in the event a Manager is removed, the Company shall undertake any and all actions necessary to have the removed Manager released from any and all liability in connection with or which may arise from any obligation, indebtedness or other liability of the Company whether existing at the time of such removal or arising thereafter, unless any such liability constitutes part or all of the basis for his removal. A Manager may be a natural person or an Entity.

(b)    In the event any Person resigns, is removed or otherwise vacates the office of Manager, the Member shall elect a replacement Manager to serve in the place and stead of the withdrawing, removed or vacating Manager in accordance with the provisions of Section 4.3 hereof.

4.4    Officers.

(a)    The Managers shall, from time to time, appoint officers, which may include but shall not be limited to, a chief executive officer, a president one (1) or more executive vice presidents, senior vice presidents or vice presidents, a secretary, a treasurer and/or chief financial officer. Except as otherwise provided herein, appointment of any officer or agent shall not of itself create contract rights. Any person may hold any number of offices. No officer need be a Member.

(b)    Such officers, if any, shall have such authority and perform such duties in the management of the Company customary for the position or otherwise as determined by the Managers.

4.5    Indemnification. The Company shall indemnify the Managers to the full extent permitted by the Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Managers may be entitled. The Managers may take such action as is necessary to carry out these indemnification provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.

4.6    Liability of Manager. So long as a Manager acts in good faith with respect to the conduct of the business and affairs of the Company, no Manager shall be liable or accountable to the Company or to any of the Members, in damages or otherwise, for any error or judgment, for any mistake of fact or of law, or for any other act or thing which he may do or refrain from doing in connection with the business and affairs of the Company, except for willful misconduct or gross negligence or breach of fiduciary duty.

4.7    Actions. The Managers shall act either at a meeting or by written consent. In either case, approval of the majority of the Managers then in office (but in no case fewer than two) shall be necessary and sufficient to authorize or direct any act. Meetings of Managers may be called by a majority of Managers then in office, by the President or by the Chief Executive Officer. Meetings may be held on notice (which need not be written) stating the place, date and hour of the meeting given not less than 24 hours before the noticed time. Meetings may be held without notice if all Managers attend or waive notice. Notice need not state the purpose of the meeting. Notice to be effective must be reasonably designed to inform the Manager of the meeting or actually so inform him or her. A quorum shall be a majority (but not fewer than two) of the Managers then in office. Managers may attend a meeting by use of any means of communication by which all Managers participating may simultaneously hear and speak to each other.

4.8    Compensation. By resolution of the Board, a Manager may be allowed a fee and expenses for serving as Manager. Nothing herein shall preclude Managers from serving the Company in other capacities and receiving compensation for such services.

4.9    Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Managers as set forth herein, subject only to the express limitations set forth in this Agreement or by law.

4.10    Duties of the Manager. The Managers will devote such time, effort, and skill in the management of the Company’s business affairs as each deems necessary and proper for the Company’s welfare and success.

ARTICLE V

Limitation of Liability Indemnification

5.1    Limitation of Liability of Manager. The Members hereby acknowledge and agree that the liability of the Manager to the Company or to any of the other Members shall be limited to the maximum extent permissible under Section 13.1-1025 of the Act.

5.2    Indemnification. The Company shall indemnify any Person who was or is

a party to any proceeding, including a proceeding brought by a Member in the right of the Company or brought by or on behalf of the Members of the Company, by reason of the fact that such Person is or was a Manager of the Company, or is or was serving at the request of the Company as a manager, director, trustee, partner, or officer of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability and reasonable expenses (including reasonable attorney fees) incurred by such Person in connection with such proceeding unless he or she has engaged in willful misconduct or a knowing violation of the criminal law. No amendment or repeal of this Section 5.2 shall have any effect on the rights provided herein with respect to any act or omission occurring before such amendment or repeal. If the Managers or any authorized Committee of the Members determines that the facts then known do not preclude indemnification, the Company shall advance or promptly reimburse the reasonable expenses incurred by an eligible applicant who is a party to a proceeding in advance of final disposition of the proceeding if the applicant furnishes the Company:

(a)    a written statement of good faith belief that he or she has met the standard of conduct described in this Section 5.2; and

(b)    a written undertaking, executed personally or on the applicant’s behalf to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

ARTICLE VI

Transfer of Interest

6.1    Assignment. In the event that the Member transfers all or part of its Interest in the Company, Persons acquiring an Interest in the Company by assignment or otherwise will not become Members until:

(a)    their admission as Members is approved by the Member;

(b)    they execute an Operating Agreement of the Company as it then exists; and

(c)    they make any required Capital Contribution.

ARTICLE VII

General Provisions

7.1    Governing Law. This Statement and the rights and liabilities of the parties shall be governed exclusively by the Statement’s terms and by the laws of the Commonwealth of Virginia without reference to its choice of law provisions, and specifically the Act.

7.2    Construction. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or neutral forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

7.3    Severability. Every provision of this Statement is intended to be severable. If any term or provision herein is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remainder of the terms or provisions in this Statement.

7.4    Successors. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Statement, their respective heirs, legal representatives, successors and assigns.

7.5    Addresses. The Member shall keep the Company informed of its current address.

7.6    Notices. Except as otherwise provided in this Statement, any notice permitted or required hereunder shall be in writing and shall be deemed given when hand-delivered, sent by facsimile with confirmation of receipt, or sent by registered or certified mail to the intended recipient at the recipient’s last known address. Notice sent to the Member’s address as maintained in the Company’s records shall be effective with respect to the Member.

IN WITNESS WHEREOF, the Member has executed this Statement.

ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation Sole Member of E-Advance, LLC, a Virginia limited liability company
By:	/s/ Jimmie L. Wade
Name:	Jimmie L. Wade
Title:	President

EXHIBIT A

The Member, the business address, the initial Capital Contribution and the percentage of Interest are as follows:

Member & Address	Capital Contribution	Interest
Advance Stores Company, Incorporated 5008 Airport Road Roanoke, Virginia 24012	$1,000.00	100.00%

EX-3.29

Exhibit 3.29

NORTH CAROLINA

Department of the Secretary of State

To all whom these presents shall come, Greetings:

I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF ORGANIZATION

OF

GENERAL PARTS DISTRIBUTION LLC

the original of which was filed in this office on the 24^th day of October, 2007.

		IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 13th day of April, 2020. Secretary of State
Scan to verify online.
Certification# 107076008-1 Reference# 16113937- Page: 1 of 2 Verify this certificate online at http://www.sosnc.gov/verification

C200729600024

SOSID: 1008770

Date Filed: 10/24/2007 3:43:00 PM

Elaine F. Marshall

North Carolina Secretary of State

C200729600024

State of North Carolina

Department of the Secretary of State

Limited Liability Company

ARTICLES OF ORGANIZATION

Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of fanning a limited liability company.

1. The name of the limited liability company is GENERAL PARTS DISTRIBUTION LLC.

2. This limited liability company shall survive in perpetuity.

3. The name and address of each person executing these articles of organization is as follows:

ROBERT A. WICKER

Organizer

2635 E. Millbrook Rd.

Raleigh, NC 27604

4. The street address and county of the initial registered office and principal office of the limited liability company is 2635 E. Millbrook Road, Raleigh, Wake County, North Carolina 27604.

5. The mailing address of the initial registered office is PO Box 26006, Raleigh, North Carolina 27611.

6. The name of the initial registered agent is: CRANC, INC.

7. Except as provided by § 57C-3-20(a) the General Statutes of North Carolina, the members of this limited liability company shall not be managers by virtue of their status as members.

8. These articles will be effective upon filing.

This is the 19^th day of October, 2007.

GENERAL PARTS DISTRIBUTION LLC
By:	/s/ Robert A. Wicker
	ROBERT A. WICKER, Organizer

EX-3.30

Exhibit 3.30

OPERATING AGREEMENT

OF

GENERAL PARTS DISTRIBUTION LLC

A NORTH CAROLINA LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (this “Agreement”) of GENERAL PARTS DISTRIBUTION LLC, a North Carolina limited liability company (the “Company”), is entered into and shall be effective as of October 24, 2007, by and among the Company and GENERAL PARTS, INC. as its sole Member (herein “Member”) and all other persons who hereafter become a member or manager of the Company, all in accordance with and pursuant to the North Carolina Limited Liability Company Act, as amended, codified in North Carolina General Statutes, as amended - (the “Act”).

RECITALS

The Member caused the Company to be organized on October 24, 2007, by filing duly executed Articles of Organization with the North Carolina Secretary of State. It is the intention of the Members that the Company be disregarded for federal, state and foreign tax purposes for so long as the Company has only one member; provided however, the separate identity of the Company from that of the Member shall be respected for all other purposes.

NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

GENERAL PROVISIONS

1.1    Purpose. The Company’s business and purpose be to engage in any lawful activities permitted to limited liability companies by the applicable laws and statutes for such entities of the State of North Carolina.

1.2    Members. The Members are all of the members of the Company and hereby ratify all actions heretofore taken by the Organizer in organizing the Company.

1.3    Place of Business. The principal place of business of the Company shall be located in North Carolina. The Member may change the principal place of business of the Company to any other place and establish or close other offices and places of business.

1.4    Duration. The existence of the Company commenced on the effective date of the filing of the Articles of Organization of the Company and shall continue until the Company is dissolved and its affairs are wound up in accordance with Article VI below.

1.5    Title to Property. The Company shall hold all property (real, personal, tangible, and intangible) owned from time to time by the Company as a result of capital contributions (as contemplated in Section 3.1 below), operations or otherwise, in the name of the Company and not in the name of any Member. Insofar as permitted by applicable law, no member or manager shall have any ownership interest in any Company property in its individual name or right and, each membership or other ownership interest in the Company shall be personal property for all purposes.

1.6    Limited Liability. The Member shall not be bound by, or be personally liable for, the debts, obligations or liabilities of the Company, except as, and to the extent that, the Member expressly agrees otherwise in writing. In furtherance of the foregoing, in no event shall the Member be liable with respect to, or be required to contribute capital to restore, a negative or deficit balance in the Member’s capital account, if any, upon the dissolution or liquidation of either the Company or the Member’s membership interest in the Company, or at any other time, except to the extent the Member expressly agrees thereto in writing to the Company.

ARTICLE II

MANAGEMENT

2.1    Management. The business of the Company shall be managed by managers (within the meaning of the Act). O. TEMPLE SLOAN III, ROBERT L. BLAIR, JOHN W. GARDNER, RICHARD B. GUIRL1NGER, CLIFFORD H. HENLINE, JR., MICHAEL J. RIESS, II, and ROBERT A. WICKER shall be the initial managers and shall be vested with the exclusive control of the management of the business and affairs of the Company. At any time, the Managers may be removed or new Managers elected by the vote of the Member. All power and authority of the Company shall be exercised by, or under the direction and control of, the managers in a manner consistent with this Agreement including specifically the provisions of Section 2.2, and the Act.

The Managers shall have the right to designate and elect officers for the Company. The Managers may, from time to time, change the designation of officers and appoint additional individuals as officers of the Company. Unless the Managers, decide otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the North Carolina Business Corporation Act, such officer shall have the duties and authority customarily associated with that office. The Managers may remove any officer at any time, with or without cause. Until changed by the Managers as set forth above, the officers shall be as follows:

J. Michael Riess II	SVP & President – Store Group
John W. Gardner	SVP – Finance, Corporate Development and Treasurer
David L. McCartney	SVP – Logistics & Supply Chain
Richard B. Guirlinger	VP – Strategic Planning & Analysis
Robert A. Wicker	SVP, General Counsel & Secretary
James S. Felman	VP – Tax and Assistant Secretary

2.2    Limitations. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, and the Members and managers of the Company shall have no authority to, without the unanimous consent of its Member(s), do any of the following:

(a)    engage in any business or activity other than those set forth in Article I;

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(b)    do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

(c)    dissolve or liquidate, in whole or in part;

(d)    consolidate or merge with or into any other entity;

(e)    institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution or bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of property of the Company, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take company action in furtherance of any such action; or

(f)    amend the Articles of Organization or the Operating Agreement of the Company.

2.3    Exculpation and Indemnification. The Members and managers shall, to the fullest extent permitted under the Act or other applicable law, be exculpated from and indemnified by the Company against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the Members, the managers or the Company and all costs of investigation in connection therewith) that in any way relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Company, the Members or the managers acting on behalf of the Company. Expenses incurred by the Members or managers in defense or settlement of any claim that may be subject to a right of indemnification hereunder may be advanced by the Company prior to the final disposition thereof; provided however, prior to such advancement the Members or managers shall agree in writing to repay such advancement to the extent that it shall be determined ultimately that such Members or managers are not entitled to be indemnified hereunder. The satisfaction of the obligations of the Company under this Section 2.3 shall be from, and limited to, the assets of the Company; the Members and the managers shall not have any liability on account thereof. The right to indemnification and payment of expenses conferred in this Section 2.3 shall not be exclusive of any other right which the Member or manager may have or hereafter acquire under law or equity, provision of this Agreement, or otherwise.

2.4    Other Business Ventures. The Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such other ventures or income or profits therefrom by virtue of this Agreement or the Member’s status as a member of the Company, or the manager’s status as a manager of the Company.

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ARTICLE III

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

3.1    Capital Contributions. On the effective date of this Agreement, the Members contributed the Member’s initial capital contribution to the Company. The Members shall make such additional contributions to the capital of the Company, and on such terms and conditions, as the Members may from time to time determine in the Member’s sole discretion. The Members shall have no duty or obligation to make any other contributions to the capital of the Company for any purpose. All capital contributions by the Members shall be recorded on the books and records of the Company. Property owned by the Members shall in no event be deemed owned by the Company unless there is a writing affirmatively evidencing the Member’s intent to transfer title to such property to the Company.

3.2    Allocations. One hundred percent (100%) of the Company’s profits and losses shall be allocated to the Members as follows:

GENERAL PARTS, INC.                                                     100%

3.3    Distributions. The Company shall make such distributions of money and other property to the Members at such times and in such amounts as determined from time to time by the managers; provided, however, that no distribution shall be made in violation of the Act. The Members shall not be required to return all or part of any distributions made to the Member by the Company.

ARTICLE IV

SEPARATENESS PROVISIONS

4.1    Separate Entity. Except for federal, state, local and foreign income tax purposes, the Company for all other purpose will constitute an entity separate and apart from its Members and other persons or entities.

ARTICLE V

TRANSFERS AND ISSUANCES OF MEMBERSHIP INTERESTS;

ADMISSION OF NEW MEMBERS

5.1    Transfer of Membership Interest. The Members may assign, transfer and otherwise convey (collectively, “convey”) all or part of the Member’s membership interest in the Company only by (a) executing a written instrument of assignment, duly describing the membership interest in the Company being conveyed to the transferee and the rights and obligations that the transferee shall have in respect of such interest (including whether the transferee is to be admitted as a member of the Company), and (b) complying with the provisions of Section 5.3. Any attempted or purported conveyance of all or part of a membership interest in the Company that does not comply with the preceding sentence shall be null and void and not recognized by the Company.

5.2    Admission of Additional Members. The Company, with the Member’s written consent, may issue membership interests to other persons and admit such persons as members of the Company. Any attempted or purported admission of a member that does not comply with the preceding sentence shall be null and void and not recognized by the Company. The issuance of membership interests to a new member shall become effective upon compliance with the provisions of Section 5.3.

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5.3    Amended and Restated Limited Liability Company Operating Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under section 301.7701-3(b)(1)(ii) of the Treasury Regulations. Accordingly, any action described in Section 5.1 or 5.2 (relating to the admission of new members to the Company) that would cause the Company to have more than one member shall be made in conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated limited liability company operating agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).

ARTICLE VI

DISSOLUTION

6.1    Member Status. The bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Member shall not cause the termination or dissolution of the Company and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Member shall have all the rights of such Member for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Member. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Company Interest shall be subject to all of the restrictions, hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Member. To the extent permitted by applicable law.

6.2    Dissolution of the Company. The Company shall not be dissolved except upon the written consent of the Member.

ARTICLE VII

MISCELLANEOUS

7.1    Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of North Carolina (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

7.2    Amendments. This Agreement may be modified, altered, supplemented or amended only by the written consent of the Member.

7.3    Construction. Unless otherwise indicated, “Sections” mean and refer to the numbered Sections of this Agreement. Words such as “herein,” “hereby,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context requires otherwise. All headings and captions used in this Agreement are for convenience of reference only and are not intended to define or limit the scope or intent of this Agreement.

5

7.4    Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

7.5    Sole Benefit of Member. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

7.6    Seal. The Company shall not have a seal, and no agreement, instrument or other document executed on behalf of the Company that would otherwise be valid and binding on the Company shall be invalid or not binding on the Company solely because no seal of the Company is affixed thereto

7.7    Gender. As used in this Operating Agreement the masculine, feminine and neuter gender, and the singular and plural numbers, wherever the context requires or permits, shall each be deemed to include the other genders or numbers respectively.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the date first written above.

COMPANY:
GENERAL PARTS DISTRIBUTION LLC, a North Carolina Limited Liability Company
By:	/s/ Richard B. Guirlinger
Name:	Richard B. Guirlinger
Title:	Manager
	MEMBER:
	GENERAL PARTS, INC.
By:	/s/ Robert A. Wicker
Name:	Robert A. Wicker
Title:	Secretary

MANAGERS:
By:	/s/ O. Temple Sloan III	By:	/s/ Robert J. Blair
Name:	O. Temple Sloan III	Name:	Robert J. Blair

6

By:	/s/ John W. Gardner	By:	/s/ Richard B. Guirlinger
Name:	John W. Gardner	Name:	Richard B. Guirlinger
By:	/s/ Michael J. Riess, II	By:	/s/ Clifford H. Henline, Jr.
Name:	Michael J. Riess, II	Name:	Clifford H. Henline, Jr.
By:	/s/ Robert A. Wicker
Name:	Robert A. Wicker

7

EX-3.31

Exhibit 3.31

                 NORTH CAROLINA Department of the Secretary of State

To all whom these presents shall come, Greetings:

I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and here to attached to be a true copy of

ARTICLES OF RESTATEMENT

OF

GENERAL PARTS INTERNATIONAL, INC.

the original of which was filed in this office on the 2nd day of January, 2014.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 13th day of April. 2020.
	/s/ Elaine F. Marshall
Certification# 107073874-1 Reference# 16113212- Page 1 of 4	Secretary of State
Verify this certificate online at http://www.sosnc.gov/verification

C201400200188 SOSID: 0743187 Date Filed: 1/2/2014 10:01:00 AM Elaine F. Marshall North Carolina Secretary of State C2014 002 00188

ARTICLES OF RESTATEMENT

OF

GENERAL PARTS INTERNATIONAL, INC.

Pursuant to§55-10-07 of the General Statutes of North Carolina, the undersigned corporation hereby submits these Articles of Restatement for the purpose of integrating into one document its original articles of incorporation and all amendments thereto and also for the purpose of amending its articles of incorporation:

1.    The name of the corporation is General Parts International, Inc.

2.    Attached hereto as an exhibit are the amended and restated articles of incorporation, which contain an amendment to the articles of incorporation requiring shareholder approval.

3.    The amended and restated articles of incorporation of the corporation were adopted by its shareholders on the 2nd day of January, 2014, in the manner prescribed by Chapter 55 of the General Statutes of North Carolina.

4.    Each share of the corporation’s stock that is outstanding immediately prior the effective time of these articles of restatement shall be reclassified as one share of the corporation’s common stock.

This, the 2nd day of January, 2014.

GENERAL PARTS INTERNATIONAL, INC.

By: /s/Michael A. Norona

Name: Michael A. Norona

Title: Executive Vice President, Chief Financial Officer and Corporate Secretary

Certification# 107073874-1 Reference# 16113212- Page: 2 of 4

C201400200188

RESTATED ARTICLES OF INCORPORATION

OF

GENERAL PARTS INTERNATIONAL, INC.

1. The name of the corporation is: General Parts International, Inc.

2. The number of shares the corporation is authorized to issue is: 1,000.

3. The street and mailing address of the initial registered office of the corporation is: 150 Fayetteville Street, Box 1011, Raleigh, Wake County, North Carolina 27601.

4. The name of the initial registered agent is: National Registered Agents, Inc.

5. The street and mailing address of the initial principal office of the corporation is: 5008 Airport Road, NW, Roanoke, Virginia 24012.

6. The Board of Directors of the corporation shall have the power to adopt, amend or repeal the Bylaws of the corporation.

7. To the fullest extent then permitted by the North Carolina Business Corporation Act as it may be amended from time to time, any action that is required or permitted to be taken at a meeting of the shareholders may be taken by written consent without a meeting and without prior notice by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted, except that, in accordance with Section 55-7-04(al) of the General Statutes of North Carolina, the action of election of directors at the annual meeting may be taken without a meeting only by all the shareholders entitled to vote on such action. Such signed and dated written consent must be filed with the Secretary of the corporation to be kept in the corporate minute book, whether done before or after the action so taken, but in no event later than 60 days after the earliest-dated consent delivered in accordance with this article. Delivery made to the Secretary of the corporation shall be by hand or by certified or registered mail, return receipt requested. When corporate action is taken without a meeting by less than unanimous written consent, notice shall be given to those shareholders who have not consented in writing within 10 days after such action is taken. A shareholders’ consent to action taken without a meeting may be in electronic form and delivered by electronic means.

Notwithstanding the provisions of Section 55-7-04(d) of the General Statutes of North Carolina, the Company is not required to give the shareholders written notice of any proposed action at least 10 days before such action is taken in the event that shareholder approval is required for (i) an amendment to the articles of incorporation; (ii) a plan of merger or share exchange; (iii) a plan of conversion; (iv) the sale, lease, exchange, or other disposition of all, or substantially all, of the Company’ s property; or (v) a proposal for dissolution; in each case if such approval is to be obtained through action without a meeting.

Certification# 107073874-1 Reference# 16113212- Page: 3 of 4

C201400200188

8. To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, no person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director. No amendment or repeal of this article, nor the adoption of any provision to these Articles of incorporation inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or adoption.

9. The provisions of the North Carolina Business Corporation Act entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act” shall not be applicable to the corporation.

Certification# 107073874-1 Reference# 16113212- Page: 4 of 4

                 NORTH CAROLINA Department of the Secretary of State

To all whom these presents shall come, Greetings:

I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

CHANGE OF REGISTERED OFFICE AND/OR REGISTERED AGENT OF

GENERAL PARTS INTERNATIONAL, INC.

the original of which was filed in this office on the 14th day of September, 2016.

		IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 13th day of April. 2020
		/s/ Elaine F. Marshall
	Scan to verify on line.
Certification# 107073868-1 Reference# 16113212- Page: 1 of 3		Secretary of State
Verify this certificate online at http://www.sosnc.gov/verification

STATE OF NORTH CAROLINA Department of the Secretary of State SOSID: 0743187 Date Filed: 9/14/2016 Elaine F. Marshall North Carolina Secretary of State C2016 258 07412

AGENT’S STATEMENT OF CHANGE OF REGISTERED OFFICE ADDRESS

Pursuant to §55D-31 of the General Statutes of North Carolina, the undersigned submits the following for the purpose of changing the address of the registered office in the State of North Carolina of the entity named below :

1. The name of the entity is: General Parts International, Inc.                                                                                                      

Entity Type: Business Corporation

2. The street address and county of the current registered office of the entity is:

Number and Street: 150 Fayetteville Street, Box 1011                                                                                 

City, State, Zip Code: Raleigh, NC 27601                            County: Wake                                                 

3 The mailing address if different from the street address of the current registered office is:

4. The street address and county of the new registered office of the entity is:

Number and Street: 160 MINE LAKE CT STE 200                                                                                          

City, State, Zip Code: RALEIGH, NC 27615-6417                             County: Wake                                    

5. The mailing address if different from the street address of the new registered office is:

6. The name of the current registered agent is: National Registered Agents, Inc.                                                         

7. The address of the entity’s registered office and the address of the business office of its registered agent, as changed, will be identical.

8. The undersigned certifies that the entity has been notified in writing of the change of address of the business office of the registered agent.

9. This statement will be effective upon , unless a date and/or time is specified:September 14, 2016    

This is the 9th day of September                , 2016.

                National Registered Agents, Inc.

(Name of Entity)

                     /s/Kathleen Fritz

(Signature)

                Kathleen Fritz, VP

                (Type or Print Name and Title)

Notes: Filing Fee is $5.00. One executed statement must be filed with the Secretary of State.

Corporations Division	P.O. Box 29622	Raleigh, NC 27626-0622
(Revised January 2002)		(Form BE-12)

Certification# 107073868-1 Reference# 16113212- Page: 2 of 3

EX-3.32

Exhibit 3.32

BYLAWS

OF

GENERAL PARTS INTERNATIONAL, INC,

(formerly The International Group, Inc.)

ARTICLE I

Offices

1.    PRINCIPAL OFFICE: The principal office of the Corporation shall be located at 2635 Millbrook Road, Raleigh, North Carolina 27604 or such other place as the Board of Directors may fix from time to time.

2.    REGISTERED OFFICE: The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

3.    OTHER OFFICES: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine or, as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

1.    PLACE OF MEETINGS:    All meetings of shareholders shall be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall in each case be (i) fixed by the President, the Secretary, or the Board of Directors and designated in the notice of the meeting or (ii) agreed upon by a majority of the shareholders entitled to vote thereat. At the option of the Board of Directors, shareholders shall be permitted to attend the meeting and vote their shares either in person, electronically, telephonically, or by such other remote communication as the Board of Directors shall authorize provided that said medium allows a shareholder to be able to communicate through oral or written communication with the meeting location in a substantially concurrent manner.

2.    ANNUAL MEETING:    The annual meeting of the shareholders shall be held on any day during the months of April, May, or June of each year on such date and at such time as the Board of Directors shall determine for the purposes of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

3.    SUBSTITUTE ANNUAL MEETING:    If the annual meeting shall not be held during the time period designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of paragraph 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

4.    SPECIAL MEETINGS:    Special meetings of the shareholders may be called at any time by the Chief Executive Officer, President, Secretary or Board of Directors of the Corporation, or by any shareholder pursuant to the written demand of the holders of not less than one-tenth of all the shares entitled to vote at the meeting. Such shareholders must sign, date and deliver to the Secretary a written request stating the purpose or purposes of such meeting. At a special meeting called by the shareholders, only business that is within the purpose described in the notice of meeting sent to the shareholders may be conducted.

5.    NOTICE OF MEETINGS:    Written, or, in the option of the shareholder, electronic notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date thereof, either personally, by mail, or, in the option of the shareholder, electronically, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. To the extent the shareholder has agreed in a writing delivered to the Corporation and such agreement has not been terminated, a notice from the Corporation in the form of an electronic record sent by electronic means is effective when sent as provided in North Carolina General Statute Section 66-325, as may be subsequently amended. A shareholder may terminate any such agreement at any time on a prospective basis effective upon the Corporation’s receipt of written notice of termination or upon such later date as may be specified in such notice of termination. The Corporation shall maintain in its corporate records shareholder agreements and notices of termination received by the Corporation pursuant to the foregoing. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, correctly addressed to the shareholder at the shareholder’s address as it appears on the current record of shareholders of the Corporation, with postage thereon prepaid.

In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than election of directors, on which the vote of the shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

When a meeting is adjourned, it is not necessary to send a new notice of meeting unless the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. In such case, the Board of Directors shall fix a new record date for the determination of shareholders entitled to notice and then a new notice shall be sent to such shareholders.

BYLAWS- Page 2

6.    WAIVER OF NOTICE:    A shareholder may waive any notice required before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records or given pursuant to Article IX, paragraph 3.

A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

7.    SHAREHOLDERS’ LIST:    After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholder’s meeting. The list must be arranged by voting group and show the address of and number of shares held by each shareholder.

The shareholder’s list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office. A shareholder is entitled on written demand to inspect and, subject to the requirements of North Carolina General Statute Section 55-16-02(c), to copy the list, during regular business hours and at his expense, during the period it is available for inspection.

The shareholders’ list shall be made available at the meeting, and any shareholder is entitled to inspect the list at any time during the meeting or any adjournment.

8.    QUORUM:    The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of the shareholders. Such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting, notwithstanding the withdrawal of sufficient shareholders to leave less than a quorum.

BYLAWS- Page 3

9.    VOTING OF SHARES:    Each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, including the election of directors, except as otherwise provided for special classes of stock created in the Articles of Incorporation or amendments thereto.

Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote by a greater number is required by law or by the charter or Bylaws of this Corporation.

Voting on all matters except the election of directors shall be by voice vote or by a show of hands unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

10.    PROXIES:    A shareholder may vote his shares either in person or by one or more agents authorized by a written or electronic appointment of proxy executed by the shareholder or by his duly authorized attorney in fact, and thereafter received by the Secretary or other officer authorized to tabulate votes. A proxy is not valid after the expiration of 11 months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force, or limits its use to a particular meeting, but no proxy shall be valid after ten years from the date of its execution.

11.    INFORMAL ACTION BY SHAREHOLDERS:    Any action which is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing or by electronic form bearing the shareholder’s electronic signature and delivered to the Corporation by e-mail or other electronic means to such address as determined by or under the authority of the Board of Directors, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation to be kept in the Corporate Minute Book, whether done before or after the action so taken and such consents shall be dated and the last consent must be executed within sixty (60) days of the earliest executed consent relating to a particular action.

ARTICLE III

Directors

1.    GENERAL POWERS:    All corporate powers shall be exercised by or under the authority of, and the business affairs of the Corporation managed under the direction of, its Board of Directors or by such Committees as the Board may establish pursuant to these Bylaws.

BYLAWS- Page 4

2.    NUMBER, TERM AND QUALIFICATION:    The number of directors of the Corporation shall be not less than three (3) or more than twenty (20), the exact number of which shall be determined from time to time by resolution of the directors. Each director shall hold office until the earlier of his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

3.    ELECTION OF DIRECTORS:    Except as provided in paragraph 6 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

4.    CUMULATIVE VOTING:    Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulative; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

5.    REMOVAL:    Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. However, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. Notwithstanding any provision in these Bylaws to the contrary, a director may not be removed by the shareholders at a meeting, unless the notice of meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

6.    VACANCIES:    If a vacancy occurs on the Board of Directors, including, without limitation, a vacancy resulting from an increase in the number of directors, the shareholders or the Board of Directors may fill the vacancy or if the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors, or by the sole director, remaining in office.

BYLAWS- Page 5

7.    CHAIRMAN:    There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. Until a Chairman of the Board of Directors is elected, the President of the Corporation shall preside at the meetings of the Board of Directors.

8.    COMPENSATION:    The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board.

9.    COMMITTEES:    The Board of Directors may create an Executive Committee and one or more other committees and appoint members of the Board of Directors to serve on them, Each committee must have one or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it must be approved by the majority of all the directors in office when the action is taken. Any committee, to the extent specified by the Board of Directors, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation, except that a committee may not (i) authorize distributions; (ii) approve, or propose to shareholders, action that is required by law to be approved by shareholders; (iii) fill vacancies on the Board of Directors or on any of its committees; (iv) amend the articles of incorporation; (v) adopt, amend or repeal bylaws; or (vi) approve a plan of merger except as otherwise provided by law. The provisions in these Bylaws governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the Board established under this section.

ARTICLE IV

Meetings of Directors

1.    REGULAR MEETINGS:    A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

2.    SPECIAL MEETINGS:    Special meeting of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without the State of North Carolina.

3.    NOTICE OF MEETINGS:    Regular meetings of the Board of Directors may be held

BYLAWS- Page 6

without notice of the date, time, place or purpose of the meeting. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication, including electronically. Such notice need not specify the purpose for which the meeting is called unless required by law. Any duly convened regular of special meeting may be adjourned by the directors to a later time without further notice.

4.    WAIVER OF NOTICE:    A director may waive any notice required before or after the date and time stated in the notice. Except as provided in the next following paragraph, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records or given pursuant to Article IX, paragraph 3.

Attendance by a director at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

5.    QUORUM:    A majority or the directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

6.    MANNER OF ACTING:    Except as otherwise provided in this section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the number of directors fixed pursuant to these Bylaws shall be required to adopt a resolution constituting an Executive Committee. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a Bylaw, or to adopt a resolution dissolving the Corporation without action by the shareholders, in circumstances authorized by law. Vacancies in the Board of Directors may be filled as provided in Article III, paragraph 6, of these Bylaws.

7.    ACTION WITHOUT MEETING BY DIRECTORS:    Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents obtained by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. The written consent of a director to action taken without meeting may be in electronic form bearing the director’s electronic signature and delivered to the Corporation by e-mail or other electronic means to such address as is determined by or under the authority of the Board of Directors.

8.    PRESUMPTION OF ASSENT:    A director who is present at a meeting of the Board

BYLAWS- Page 7

of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting, or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken.

ARTICLE V

Officers

1.    NUMBER: The officers of the Corporation shall consist of a Chief Executive Officer, President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person. In no event, however, may an officer act in more than one capacity where action of two or more officers is required.

2.    ELECTION AND TERM:    The officers of the Corporation shall be elected by the Board of Directors. Such election may be held at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.

3.    REMOVAL:    Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.    COMPENSATION:    The compensation of all officers of the Corporation shall be fixed by the Board of Directors. Any payments made to an officer of the Corporation, such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part, as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered. The appointment of an officer does not itself create contract rights, if any, with the Corporation.

5.    CHIEF EXECUTIVE OFFICER:    The Chief Executive Officer shall be an executive officer of the Corporation, and, subject to the control of the Board of Directors, shall, along

BYLAWS- Page 8

with the President, supervise and control the management of the Corporation in accordance with these Bylaws. He is empowered to sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

6.    PRESIDENT:    The President shall be the principal Executive Officer of the Corporation, and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these Bylaws. He shall, when present, preside at all meetings of shareholders. He shall sign, with any other proper officer, certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

7.    VICE-PRESIDENTS: The Vice-Presidents in the order of their election, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

8.    SECRETARY:    The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.

9.    TREASURER:    The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of

BYLAWS- Page 9

Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the Corporation within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten years; and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor. The Treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the President or by the Board of Directors.

10.    ASSISTANT SECRETARIES AND TREASURERS:    The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer respectively, perform the duties and exercise the powers of those offices, and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or by the Board of Directors.

11.    RESIGNATION:    An officer may resign at any time by communicating his resignation to the Corporation, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date that is accepted by the Corporation, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

12.    BOND:    The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VI

Indemnification

1.    EXPENSES AND LIABILITIES:    The Corporation shall have the power to indemnify any present of former director, officer, employee or agent or any person who has served or is serving in such capacity at the request of the Corporation in any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, with respect to any liability or litigation expenses, including reasonable attorneys’ fees, incurred by any such person to the extent and upon the terms and conditions provided by the North Carolina Business Corporation Act as it exists or may hereinafter be amended.

BYLAWS- Page 10

To the extent and upon the terms and conditions provided by the North Carolina Business Corporation Act as it exists or may hereafter be amended, the Corporation shall indemnify any and all of its officers and directors against liability and litigation expense, including reasonable attorneys’ fees, arising out of their status as such or their activities in any of the foregoing capacities (excluding, however, liability or litigation expense which any of the foregoing may incur on account of his activities which were at the time taken, known or believed by him to be clearly in conflict with the best interest of the Corporation), and said officers and directors shall be entitled to recover from the Corporation, and the Corporation shall pay, all reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of rights to indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provisions of this Bylaw.

2.    ADVANCE PAYMENT OF EXPENSES:    Except as provided below, if the director, employee, agent or officer involved shall give the Corporation a written undertaking to repay the expenses described in the first paragraph of the preceding paragraph 1 of Article VI (unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses), the Corporation shall pay expenses incurred by such director, employee, agent or officer in defending a civil or criminal action, suit or proceeding in advance of its final disposition. The Corporation shall have no obligation to pay such expenses in advance if (i) they arise in any claim or proceeding in which the Corporation has filed a claim against such director, employee, agent or officer, or (ii) the Corporation in its sole discretion believes that such person’s activities in question were (at the time taken) known or believed by him to be clearly in conflict with the best interest of the Corporation. In addition to the rights specified above, expenses incurred by an employee, agent, director or officer in defending a civil or criminal action, suit or proceeding may be paid in advance of its final disposition by the Corporation as authorized by the Board of Directors in its sole discretion in the specific case or as authorized or required under any charter or Bylaw provision, or by any applicable resolution or contract; provided the employee, agent, director or officer gives the Corporation a written undertaking to repay such amount (unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses).

3.    INSURANCE:    The Corporation shall have the power to purchase and maintain insurance on behalf of any person who (i) is or was a director, officer, employee or agent of the

BYLAWS- Page 11

Corporation, or (ii) is or was serving at the request of the Corporation as a trustee or administrator under an employee benefit plan as a director, officer, employee or agent of another corporation, partnership, joint venture, company, trust or other enterprise or as a trustee or administrator under an employee benefit plan. Such insurance may provide coverage against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

ARTICLE VII

Contracts, Loans and Deposits

1.    CONTRACTS:    The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

2.    LOANS:    No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3.    CHECKS AND DRAFTS:    All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

4.    DEPOSITS:    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depository or depositories as the Board of Directors shall direct.

ARTICLE VIII

Certificates for Shares and Their Transfer

1.    CERTIFICATES FOR SHARES:    The Board of Directors may authorize the issuance of some or all of the shares of the Corporation’s classes or series without issuing certificates to represent such shares. If shares are represented by certificates, the certificates representing shares of the Corporation shall be issued and delivered to every shareholder for the fully paid shares owned by him in such form as required by law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by the President or a Vice-President and by the Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of

BYLAWS- Page 12

the Corporation. When shares are not represented by certificates, then within a reasonable time after the issuance or transfer of such shares, the Corporation shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by law to be on certificates.

2.    TRANSFER OF SHARES:    The Corporation shall keep a book or set of books, to be known as the stock transfer books of the Corporation, containing the name of each shareholder of record, together with such shareholder’s address and the number and class or series of shares held by him. Transfer of shares shall be made on the stock transfer books of the Corporation by the record holder thereof or by his duly authorized agent, transferee or legal representative and only upon surrender of the certificates for the shares sought to be transferred (if the shares are represented by certificates). All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

3.    RESTRICTION ON OWNERSHIP:    Substantially all of the outstanding shares of the Corporation must be owned, directly or indirectly, by employees of the Corporation and trusts created by the Corporation for the benefit of its employees and qualifying under Section 401(a) of the Internal Revenue Code of 1986, as amended from time to time.

4.    FIXING RECORD DATE:    The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. Such record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

If no record date is fixed by the Board of Directors for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the close of business on the day before the first notice of the meeting is delivered to shareholders shall be the record date for such determination of shareholders.

The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, it is the date the Board of Directors authorizes the distribution or share dividend.

5.    LOST CERTIFICATES:    The Board of Directors may authorize the issuance of a new

BYLAWS- Page 13

share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of such affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE IX

General Provisions

1.    DIVIDENDS: The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the law and by its charter.

2.    SEAL: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “2004,” and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Corporation.

3.    WAIVER OF NOTICE: Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or Bylaws of this Corporation, a waiver thereof in writing signed, either in writing or electronically, by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

4.    FISCAL YEAR: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be December 31.

5.    AMENDMENTS: The Corporation’s Board of Directors may amend or repeal these Bylaws, except to the extent otherwise provided herein or in the Articles of Incorporation or by applicable law. A Bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the Board of Directors.

The Board of Directors shall have no power to adopt a Bylaw:

(a)    Requiring more than a majority of the voting shares for a quorum at a meeting of the shareholders or more than a majority of the votes cast to

constitute action by the shareholders, except where higher percentages are required by law;

(b)    Providing for the management of the Corporation otherwise than by the Board of Directors or its Executive Committee;

(c)    Increasing or decreasing the number of directors; or

BYLAWS- Page 14

(d)    Classifying and staggering the election of directors.

The Corporation’s shareholders may amend or repeal the Corporation’s Bylaws even though the Bylaws may also be amended or repealed by the Board of Directors.

6.    DEFINITIONS:    Unless the context otherwise requires, terms used in these Bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein.

7.    ELECTRONIC TRANSACTIONS:    The Corporation may conduct any transaction or transactions by electronic means, and this provision shall constitute the agreement by the Corporation, its shareholders and directors to the conduct of transactions by electronic means.

EX-3.33

Exhibit 3.33

NORTH CAROLINA Department of the Secretary of State

To all whom these presents shall come, Greetings:

I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify

the following and hereto attached to be a true copy of

ARTICLES OF RESTATEMENT

OF

GENERAL PARTS, INC.

the original of which was filed in this office on the 24th day of October, 2005.

      Scan to verify online. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 14th day of April, 2020.     /s/ Elaine F. Marshall

Secretary of State

Certification# I07085463-1    Reference# 16117107-    Page: 1 of 6

Verify this certificate online at http://www.sosnc.gov/verification

State of North Carolina Department of the Secretary of State   ARTICLES OF RESTATEMENT FOR BUSINESS CORPORATION SOSID: 0058626 Date Filed: 10/24/2005 11:58:00 AM
Elaine F. Marshall
North Carolina Secretary of State C200529700008    

Pursuant to § 55-10-07 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following for the purpose of restating its Articles of Incorporation.

1.	The name of the corporation is: General Parts, Inc.
2.	The text of the Restated Articles of Incorporation is attached.
3.	(Check a, b, or c, as applicable.)
	These Restated Articles of Incorporation contain a new amendment or amendments:
	a.         Not requiring shareholder approval. (Set forth a brief explanation of why shareholder approval was not required for such Amendment.)
	b.    x    Requiring shareholder approval. The amendments were adopted by the board of directors, and shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.
	c.         These Restated Articles of Incorporation do not include a new amendment.
4.	The text of each amendment adopted is as follows (State below or attach):
	See Attached
5.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself are as follows:
	N/A
6.	The date of adoption of each amendment was as follows:
	October 17, 2005

CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622

ARTICLES OF RESTATEMENT

FOR BUSINESS CORPORATION

Page2

7.    (Optional) The name and address of the current Registered Agent and Registered Office of the surviving business entity is:

Name of Registered Agent                                                                                                                                                            

Number and Street                                                                                                                                                                        

City, State, Zip Code                                                           Country                                                                                            

The mailing address if different from the street address of the above listed Registered Office is                                                                                                                                                                                                         

8.    These Restated Articles of Incorporation consolidate all amendments into a single document.

9.    These articles will be effective upon filing, unless a delayed date and/or time is specified:                                                                           .

This 20^th day of October, 2005

General Parts, Inc.                                             

Name of Corporation

By:  /s/ Richard B. Gurlinger

    Signature

  Richard B. Gurlinger, Secretary

  Type or Print Name and Title

NOTES:

I. Filing fee is $ 10, to Restate Articles of Incorporation without an amendment.

2. Filing fee is $50, to Restate Articles of Incorporation with an amendment

3. This document must be filed with the Secretary of State.

(Revised September 2005)		(Form B-093)
CORPORATIONS DIVISION	P.O. BOX 29622	RALEIGH, NC 27626-0622
Certification# 107085463-1 Reference# 16117107- Page: 3 of 6

ATTACHMENT

TO

RESTATED ARTICLES OF INCORPORATION

Adopted by the Board of Directors and Shareholders on October 17, 2005

GENERAL PARTS, INC.

Attachment- 4

The Board of Directors and Shareholders of General Parts, Inc. (“Corporation”) have approved restatement of the Corporation’s Articles of Incorporation in full. In general, the restated Articles of Incorporation:

1) set out the name of the Corporation in Article I;

2) set the number of authorized shares of common stock in Article II;

3) set out the name and address of the Corporation’s registered agent; the address of the Corporation’s registered office; and the address of the Corporation’s principal office in Article III;

4) provide for limited liability of directors of the Corporation in Article IV; and

5) permit the Corporation to conduct transactions by electronic means in Article V.

The Restated Articles of Incorporation are attached.

Certification# 107085463-1 Reference# 16117107- Page: 4 of 6

RESTATED ARTICLES OF INCORPORATION

OF

GENERAL PARTS, INC.

Pursuant to Section 55-10-07 of the General Statutes of North Carolina, the Corporation’s Articles of lncorporation are restated as follows for the purpose of carrying on the existing business of the Corporation:

ARTICLE I

The name of the Corporation shall be GENERAL PARTS, INC.

ARTICLE II

The number of shares the Corporation is authorized to issue is One Hundred Thousand (100,000). The shares shall be all of one class, designated common stock.

The Board of Directors is authorized from time to time to the fullest extent allowed by North Carolina General Statute Section 55-6-02 or any successor statutory provision thereto: (1) to determine or alter the preferences, limitations and relative rights of any class of stock to the extent such shares have not been issued, and (2) to establish one or more series of stock in any class and to determine the preferences, limitations and relative rights of each such series and the number of shares and designations thereof (the resolution so establishing and determining each such series being hereinafter referred to as a “Series Resolution”). The Board of Directors from time to time may increase the number of shares of any series of stock by providing that any unissued shares of any class of stock shall constitute part of such series, or decrease the number of shares of any series of any class of stock (but not below the number of shares thereof outstanding) by providing that any unissued shares of any series of stock previously assigned to such series shall no longer constitute a part thereof, and may alter the terms of any series of any class of stock prior to the issuance of shares of such series.

ARTICLE III

The street address and county of the registered office of the Corporation is: Suite 500, Glenwood Plaza, 3605 Glenwood Avenue, Raleigh, North Carolina, 27612, Wake County and the name of the registered agent is: W. Gerald Thornton.

Certification# 107085463-1 Reference# 16117107- Page: 5 of 6

The mailing address of the registered office is: Post Office Box 20389, Raleigh, North Carolina 27619-0389. The principal office of the Corporation is: 2635 E. Millbrook Road, Raleigh, NC 27604.

ARTICLE IV

No Director of the Corporation shall have personal liability arising out of an action whether by or in the right of the Corporation or otherwise for monetary damages for breach of any duty as a Director; provided, however, that the foregoing shall not limit or eliminate the personal liability of a Director with respect to (i) acts or omissions that the Director at the time of such breach knew or believed were clearly in conflict with the best interests of the Corporation, (ii) any liability under Section 55-8-33 of the North Carolina General Statutes or any successor provision, (iii) any transaction from which the Director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date of the effectiveness of these Articles of Incorporation. As used in this Article, the term “improper personal benefit” does not include a Director’s reasonable compensation or other reasonable incidental benefit for or on account of his service as a Director, officer, employee, independent contractor, attorney, or consultant of the Corporation.

Furthermore, notwithstanding the foregoing provision, in the event that Section 55-2-02(b)(3) or any other provision of the North Carolina General Statutes is amended or enacted to permit further limitation or elimination of the personal liability of the Corporation’s Directors, such liability shall be limited or eliminated to the fullest extent permitted by the applicable law.

This Article shall not affect a charter or bylaw provision or contract or resolution of the Corporation indemnifying or agreeing to indemnify a Director against personal liability. Any repeal or modification of this Article shall not adversely affect any limitation hereunder on the personal liability of the Director with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE V

The corporation may conduct any transaction or transactions by electronic means, and this provision shall constitute the agreement by the corporation, its shareholders and directors to the conduct of transactions by electronic means.

Certification# 107085463-1 Reference# 16117107- Page: 6 of 6

2

EX-3.34

Exhibit 3.34

AMENDED AND RESTATED BYLAWS

OF

GENERAL PARTS, INC.

******************************************************************************

ARTICLE I

Offices

1.    PRINCIPAL OFFICE: The principal office of the Corporation shall be located at 2635 Millbrook Road, Raleigh, North Carolina 27604 or such other place as the Board of Directors may fix from time to time.

2.    REGISTERED OFFICE: The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

3.    OTHER OFFICES: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine or, as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

1.    PLACE OF MEETINGS: All meetings of shareholders shall be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall in each case be (i) fixed by the President, the Secretary, or the Board of Directors and designated in the notice of the meeting or (ii) agreed upon by a majority of the shareholders entitled to vote thereat. At the option of the Board of Directors, shareholders shall be permitted to attend the meeting and vote their shares either in person, electronically, telephonically, or by such other remote communication as the Board of Directors shall authorize provided that said medium allows a shareholder to be able to communicate through oral or written communication with the meeting location in a substantially concurrent manner.

2.    ANNUAL MEETING: The annual meeting of the shareholders shall be held on any day during the months of April, May, or June of each year on such date and at such time as the Board of Directors shall determine for the purposes of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

3.    SUBSTITUTE ANNUAL MEETING: If the annual meeting shall not be held during the time period designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of paragraph 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

4.    SPECIAL MEETINGS: Special meetings of the shareholders may be called at any time by the Chairman, Board of Directors, President, or Secretary of the Corporation, or by any shareholder pursuant to the written demand of the holders of not less than one-tenth of all the shares entitled to vote at the meeting. Such shareholders must sign, date and deliver to the Secretary a written request stating the purpose or purposes of such meeting. At a special meeting called by the shareholders, only business that is within the purpose described in the notice of meeting sent to the shareholders may be conducted.

5.    NOTICE OF MEETINGS: Written, or, in the option of the shareholder, electronic notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date thereof, either personally, by mail, or in the option of the shareholder, electronically, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. To the extent the shareholder has agreed in a writing delivered to the Corporation and such agreement has not been terminated, a notice from the Corporation in the form of an electronic record sent by electronic means is effective when sent as provided in North Carolina General Statute 66-325, as may be subsequently amended. A shareholder may terminate any such agreement at any time on a prospective basis effective upon the Corporation’s receipt of written notice of termination or upon such later date as may be specified in such notice of termination. The Corporation shall maintain in its corporate records shareholder agreements and notices of termination received by the Corporation pursuant to the foregoing. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, correctly addressed to the shareholder at the shareholder’s address as it appears on the current record of shareholders of the Corporation, with postage thereon prepaid.

In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than election of directors, on which the vote of the shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

BYLAWS – Page 2                                                                                          

When a meeting is adjourned, it is not necessary to send a new notice of meeting unless the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. In such case, the Board of Directors shall fix a new record date for the determination of shareholders entitled to notice and then a new notice shall be sent to such shareholders.

6.    WAIVER OF NOTICE: A shareholder may waive any notice required before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records or given pursuant to Article IX, paragraph 3.

A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

7.    SHAREHOLDERS’ LIST: After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholder’s meeting. The list must be arranged by voting group and show the address of and number of shares held by each shareholder.

The shareholder’s list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office. A shareholder is entitled on written demand to inspect and, subject to the requirements of North Carolina General Statute Section55-16-02(c), to copy the list, during regular business hours and at his expense, during the period it is available for inspection.

The shareholders’ list shall be made available at the meeting, and any shareholder is entitled to inspect the list at any time during the meeting or any adjournment.

8.    QUORUM: The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of the shareholders. Such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

BYLAWS – Page 3                                                                                          

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting, notwithstanding the withdrawal of sufficient shareholders to leave less than a quorum.

9.    VOTING OF SHARES: Each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, including the election of directors, except as otherwise provided for special classes of stock created in the Articles of Incorporation or amendments thereto.

Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote by a greater number is required by law or by the charter or Bylaws of this Corporation.

Voting on all matters except the election of directors shall be by voice vote or by a show of hands unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

10.    PROXIES: A shareholder may vote his shares either in person or by one or more agents authorized by a written or electronic appointment of proxy executed by the shareholder or by his duly authorized attorney in fact, and thereafter received by the Secretary or other officer authorized to tabulate votes. A proxy is not valid after the expiration of 11 months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force, or limits its use to a particular meeting, but no proxy shall be valid after ten years from the date of its execution.

11.    INFORMAL ACTION BY SHAREHOLDERS: Any action which is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent is writing or by electronic form bearing the shareholder’s electronic signature and delivered to the Corporation by e-mail or other electronic means to such address as determined by or under the authority of the Board of Directors, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation to be kept in the Corporate Minute Book, whether done before or after the action so taken and such consents shall be dated and the last consent must be executed within sixty (60) days of the earliest executed consent relating to a particular action.

BYLAWS – Page 4                                                                                          

ARTICLE III

Directors

1.    GENERAL POWERS: All corporate powers shall be exercises by or under the authority of, and the business affairs of the Corporation managed under the direction of, its Board of Directors or by such Committees as the Board may establish pursuant to these Bylaws.

2.    NUMBER, TERM AND QUALIFICATION: The number of directors of the Corporation shall be not less than three (3) nor more than twenty (20), the exact number of which shall be determined from time to time by resolution of the directors. Each director shall hold office until the earlier of his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

3.    ELECTION OF DIRECTORS: Except as provided in paragraph 6 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

4.    CUMULATIVE VOTING: Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulative; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

5.    REMOVAL: Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. However, a director may not be removed if the number of votes sufficient to elect him under

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cumulative voting is voted against his removal. Notwithstanding any provision in these Bylaws to the contrary, a director may not be removed by the shareholders at a meeting, unless the notice of meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

6.    VACANCIES: If a vacancy occurs on the Board of Directors, including, without limitation, a vacancy resulting from an increase in the number of directors, the shareholders or the Board of Directors may fill the vacancy or if the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors, or by the sole director, remaining in office.

7.    CHAIRMAN: There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. Until a Chairman of the Board of Directors is elected, the President of the Corporation shall preside at the meetings of the Board of Directors.

8.    COMPENSATION: The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board.

9.    COMMITTEES: The Board of Directors may create an Executive Committee and one or more other committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it must be approved by the majority of all the directors in office when the action is taken. Any committee, to the extent specified by the Board of Directors, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation, except that a committee may not (i) authorize distributions; (ii) approve, or propose to shareholders, action that is required by law to be approved by shareholders; (iii) fill vacancies on the Board of Directors or on any of its committees; (iv) amend the articles of incorporation; (v) adopt, amend or repeal bylaws; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of shares, except according to a formula or method prescribe by the Board of Directors; or (viii) authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except within limits specifically prescribed by the Board of Directors; and except as otherwise provided by law. The provisions in these bylaws governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the Board established under this section.

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ARTICLE IV

Meetings of Directors

1.    REGULAR MEETINGS: A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

2.    SPECIAL MEETINGS: Special meeting of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without the State of North Carolina.

3.    NOTICE OF MEETINGS: Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication, including electronically. Such notice need not specify the purpose for which the meeting is called unless required by law. Any duly convened regular of special meeting may be adjourned by the directors to a later time without further notice.

4.    WAIVER OF NOTICE: A director may waive any notice required before or after the date and time stated in the notice. Except as provided in the next following paragraph, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records or given pursuant to Article IX, paragraph 3.

Attendance by a director at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

5.    QUORUM: A majority or the directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

6.    MANNER OF ACTING: Except as otherwise provided in this section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of the number of directors fixed pursuant to these Bylaws shall

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be required to adopt a resolution constituting as Executive Committee. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a Bylaw, or to adopt a resolution dissolving the Corporation without action by the shareholders, in circumstances authorized by law. Vacancies in the Board of Directors may be filled as provided in Article III, paragraph 6, of these Bylaws.

7.    ACTION WITHOUT MEETING BY DIRECTORS: Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents obtained by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. The written consent of a director to action taken without meeting may be in electronic form bearing the director’s electronic signature and delivered to the Corporation by e-mail or other electronic means to such address as is determined by or under the authority of the Board of Directors.

8.    PRESUMPTION OF ASSENT: A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting, or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken.

ARTICLE V

Officers

1.    NUMBER: The officers of the Corporation shall consist of a Chief Executive Officer, a President, a President, Store Group, a Secretary, a Treasurer, and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person. In no event, however, may an officer act in more than one capacity where action of two or more officers is required.

2.    ELECTION AND TERM: The officers of the Corporation shall be elected by the Board of Directors. Such election may be held at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.

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3.    REMOVAL: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person removed.

4.    COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors. Any payments made to an officer of the Corporation, such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part, as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered. The appointment of an officer does not itself create contract rights, if any, with the Corporation.

5.    CHIEF EXECUTIVE OFFICER: The Chief Executive Officer shall be an Executive Officer of the Corporation, and, subject to the control of the Board of Directors, shall, along with the President and President, Store Group, supervise and control the management of the Corporation in accordance with these Bylaws. He is empowered to sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

6.    PRESIDENT: The President shall be the principal Executive Officer of the Corporation, and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these Bylaws. He shall, when present, preside at all meetings of shareholders. He is empowered to sign, with any other proper officer, certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted

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by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

7.    PRESIDENT, STORE GROUP: The President, Store Group shall be the principal Executive Officer of the Corporation’s store operations, and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation’s store operations in accordance with these Bylaws. He is empowered to sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation’s store operations, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of President, Store Group and such other duties as may be prescribed by the Board of Directors from time to time. The President, Store Group, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of that office.

8.    VICE-PRESIDENTS: The Vice-Presidents in the order of their election, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President or President, Store Group, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers, as the Board of Directors shall prescribe.

9.    SECRETARY: The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.

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10.    TREASURER: The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the Corporation within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten years; and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor. The Treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the President or by the Board of Directors.

11.    ASSISTANT SECRETARIES AND TREASURERS: The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer respectively, perform the duties and exercise the powers of those offices, and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or by the Board of Directors.

12.    RESIGNATION: An officer may resign at any time by communicating his resignation to the Corporation, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date that is accepted by the Corporation, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

13.    BOND: The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

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ARTICLE VI

Indemnification

1.    EXPENSES AND LIABILITIES: The Corporation shall have the power to indemnify any present or former director, officer, employee or agent or any person who has served or is serving in such capacity at the request of the Corporation in any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, with respect to any liability or litigation expenses, including reasonable attorneys’ fees, incurred by any such person to the extent and upon the terms and conditions provided by the North Carolina Business Corporation Act as it exists or may hereinafter be amended.

To the extent and upon the terms and conditions provided by the North Carolina Business Corporation Act as it exists or may hereafter be amended, the Corporation shall indemnify any and all of its officers and directors against liability and litigation expense, including reasonable attorneys’ fees, arising out of their status as such or their activities in any of the foregoing capacities (excluding, however, liability or litigation expense which any of the foregoing may incur on account of his activities which were at the time taken, known or believed by him to be clearly in conflict with the best interest of the Corporation), and said officers and directors shall be entitled to recover from the Corporation, and the Corporation shall pay, all reasonable costs, expenses and attorneys’ fees in connection with the enforcement of rights to indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provisions of this Bylaw.

2.    ADVANCE PAYMENT OF EXPENSES: Except as provided below, if the director, employee, agent or officer involved shall give the Corporation a written undertaking to repay the expenses described in the first paragraph of the preceding paragraph 1 of Article VI (unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses), the Corporation shall pay expenses incurred by such director, employee, agent or officer in defending a civil or criminal action, suit or proceeding in advance of its final disposition. The Corporation shall have no obligation to pay such expenses in advance if (i) they arise in any claim or proceeding in which the Corporation has filed a claim against such director, employee, agent or officer, or (ii) the Corporation in its sole discretion believes that such person’s activities in question were (at the time taken) known or believed by him to be clearly in conflict

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with the best interest of the Corporation. In addition to the rights specified above, expenses incurred by an employee, agent, director or officer in defending a civil or criminal action, suit or proceeding may be paid in advance of its final disposition by the Corporation as authorized by the Board of Directors in its sole discretion in the specific case or as authorized or required under any charter or Bylaw provision, or by any applicable resolution or contract; provided the employee, agent, director or officer gives the Corporation a written undertaking to repay such amount (unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses).

3.    INSURANCE: The Corporation shall have the power to purchase and maintain insurance on behalf of any person who (i) is or was a director, officer, employee or agent of the Corporation, or (ii) is or was serving at the request of the Corporation as a trustee or administrator under an employee benefit plan as a director, officer, employee or agent of another corporation, partnership, joint venture, company, trust or other enterprise or as a trustee or administrator under an employee benefit plan. Such insurance may provide coverage against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

ARTICLE VII

Contracts, Loans and Deposits

1.    CONTRACTS: The Board of Directors may authorize any officer or officers, agents or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

2.    LOANS: No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized, by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3.    CHECKS AND DRAFTS: All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

4.    DEPOSITS: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depository or depositories as the Board of Directors shall direct.

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ARTICLE VIII

Certificates for Shares and Their Transfer

1.    CERTIFICATES FOR SHARES: Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. At a minimum however, each share certificate must state on its face the name of the Corporation and that it is organized under the law of North Carolina, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, the certificate represents. These certificates shall be signed by the President or any other Vice-President and the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

2.    TRANSFER OF SHARES: The Corporation shall keep a book or set of books, to be known as the stock transfer books of the Corporation, containing the name of each shareholder of record, together with such shareholder’s address and the number of shares held by him. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

3.    RESTRICTION ON OWNERSHIP: Substantially all of the outstanding shares of the Corporation must be owned, directly or indirectly, by employees of the Corporation and trusts created by the Corporation for the benefit of its employees and qualifying under Section 401(a) of the Internal Revenue Code of 1986, as amended from time to time.

4.    FIXING RECORD DATE: The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. Such record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

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If no record date is fixed by the Board of Directors for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the close of business on the day before the first notice of the meeting is delivered to shareholders shall be the record date for such determination of shareholders.

The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, it is the date the Board of Directors authorizes the distribution or share dividend.

5.    LOST CERTIFICATES: The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of such affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE IX

General Provisions

1.    DIVIDENDS: The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner upon the terms and conditions provided by the law and by its charter.

2.    SEAL: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “1960,” and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Corporation.

3.    WAIVER OF NOTICE: Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or Bylaws of this Corporation, a waiver thereof in writing signed, either in writing or electronically, by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

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4.    FISCAL YEAR: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be December 31.

5.    AMENDMENTS: The Corporation’s Board of Directors may amend or repeal these Bylaws, except to the extent otherwise provided herein or in the Articles of Incorporation or by applicable law. A Bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the Board of Directors.

The Board of Directors shall have no power to adopt a Bylaw:

(a)    Requiring more than a majority of the voting shares for a quorum at a meeting of the shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law;

(b)    Providing for the management of the Corporation otherwise than by the Board of Directors or its Executive Committee;

(c)    Increasing or decreasing the number of directors; or

(d)    Classifying and staggering the election of directors.

The Corporation’s shareholders may amend or repeal the Corporation’s Bylaws even though the Bylaws may also be amended or repealed by the Board of Directors.

6.    DEFINITIONS: Unless the context otherwise requires, terms used in these Bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein.

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EX-3.35

Exhibit 3.35

FILE No. 130 01/05 ’03 21:52 ID: CSC FAX 850 521 1010 PAGE 2 / 3

[Seal] Dean Heller Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 [ILLEGIBLE] Articles of Incorporation   (Pursuant to NRS 78) Filed # C158-03 JAN 06 2003

Important: Read attached instructions before completing.

1. Name of Corporation:             Beaverhead Supply, Inc.

2. Resident Agent Name and Street Address: (Must be a Nevada address [ILLEGIBLE])

NAME: CSC Services of Nevada

PHYSICAL STREET ADDRESS: 502 East John Street CITY: Carson City NEVADA 89706

ADDITIONAL MAILING ADDRESS:    CITY:    STATE:    ZIP:    

3. Shares:

Number of shares with par value: 10,000 Par Value: $10.00 Number of shares without par value: 0

4. Name, Addresses, Number of Board of Directors/Trustees:

The First Board of Directors/Trustees shall consist of          members whose names and addresses are as follows:

1. NAME: David McCartney

STREET ADDRESS: 400 Capitol Mall 11th Floor    CITY: Sacramento    STATE: CA ZIP: 95814

2. NAME: Ken [ILLEGIBLE]

STREET ADDRESS: 400 Capitol Mall 11th Floor    CITY: Sacramento    STATE: CA ZIP: 95814

3. NAME: Chandler Ellis

STREET ADDRESS: 400 Capitol Mall 11th Floor    CITY: Sacramento    STATE: CA ZIP: 95814

4. NAME:

STREET ADDRESS:    CITY:    STATE:    ZIP:    

5. Purpose: the purpose of this corporation shall be:

6. Other Matters: Number of additional pages: 1

7. Names, Addresses and Signatures of Incorporators:

NAME: Gary L. Bradus    SIGNATURE:     /s/ Gary L. Bradus                

STREET ADDRESS: 400 Capitol Mall 11th Floor    CITY: Sacramento    STATE: CA ZIP: 95814

8. Certificate of Acceptance of Appointment of Resident Agent:

I hereby accept appointment to be Resident Agent for the above named corporation.

/s/ Cynthia Harris	1/6/03
Name: Cynthia Harris

FILE No. 130 01/05 ’03 21:53 ID: CSC FAX 850 521 1010 PAGE 3 / 3

Attachment to Articles of Incorporation of Beaverhead Supply, Inc.

6. Other Matters

A. This corporation is authorized to issue three (3) classes of shares of stock designated “Class A Common Stock”, “Class B Common Stock,” and “Class C Common Stock”, respectively. The total number of shares which the corporation is authorized to issue is Ten Thousand (10,000). Eight Thousand (8,000) shares shall be Class A Common Stock, One Thousand (1,000) shares shall be Class B Common Stock, and One Thousand (1,000) shares shall be Class C Common Stock. The rights, preferences, privileges and restrictions of Class A Common Stock, Class B Common Stock and Class C Common Stock shall be equal and identical in all respects, except that unless otherwise provided by law, the holders of the shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock or all matters requiring a vote of shareholders, including elections of directors, the holder of shares of Class B Common Stock shall be entitled to two (2) votes for each share of Class B Common Stock or all matters requiring a vote of shareholders, including election of directors, and the holders of the shares of Class C Common Stock shall be entitled to one and one half (1.5) votes for each share of Class C Common Stock on all matters requiring a vote of shareholders, including election of directors.

B. No officer or director of the corporation shall have personal liability arising out of an action whether by or in the right of the corporation or otherwise for monetary damages for breach of any duty as an officer or director, if such officer or director is not liable pursuant to Nevada Revised Statutes, Section 178B:158; or acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporations and, with respect to any criminal action, suit or proceeding had no reasonable cause to believe his or her conduct was unlawful.

Furthermore, notwithstanding the foregoing, in the event that any provision of the Nevada Revised Statues is amended or enacted to permit further limitation or elimination of the personal liability of the corporation’s officers or directors, such liability shall be limited or eliminated to the fullest extent permitted by the applicable law.

This Article 6B shall not affect a character or bylaw provision or contract or resolution of the corporation, indemnifying or agreeing to indemnify an officer or director against personal liability. Any repeal or modification of this Article 6B shall not adversely affect any limitation hereunder or the personal liability of the officer or director with respect to or omission occurring prior to such repeal or modification.

[Seal] Dean Heller Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 [ILLEGIBLE] Certificate of Amendment (Pursuant to NRS 78.385 and 78.390) Filed # C158-03 Mar 20 2003

Important: Read attached instructions before completing

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporation

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

[ILLEGIBLE]

1. Name of corporation: Beaverhead Supply Inc.

2. The articles have been amended as follows: (provide article numbers, if available): Article 1 is amended to read [ILLEGIBLE]. The name of this corporation is Golden State Supply, Inc.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 100%

4. Officer Signature Required

/s/ David McCartney

Name: David McCartney

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

[Seal]	ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz	Filed in the Office of /s/ Ross Miller Secretary of State State Of Nevada	Business Number C158-2003
			Filing Number 20070794119-90
			Filed On 11/21/2007
			Number of Pages 1

Articles of Organization

Limited-Liability Company

(PURSUANT TO NRS 86)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Limited-Liability Company: (must contain approved limited-liability Company wording; see instructions)	GOLDEN STATE SUPPLY LLC					Check box if a Series Limited-Liability Company ☐
2. Registered Agent for Service of Process: (check only one box)	CSC Services of Nevada, Inc.
	Name
	502 Bast John Street			Carson City	Nevada	89706
	(MANDATORY) Physical Street Address			City		Zip Code
					Nevada
	(Optional) Mailing Address			City		Zip Code
3. Dissolution Date: (optional)	Latest date upon which the company is to dissolve (if existence is not perpetual):
4. Management:	Company shall be managed by:                ☒  Manager(s)                OR           ☐  Member(s) (check only one box)
5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3)	1)	ROBERT A. WICKER
		Name
	2635 Millbrook Road			Raleigh	NC	27604
				City	State	Zip Code
	Street Address
	2)
		Name
	Street Address			City	State	Zip Code
	3)
		Name
	Street Address			City	State	Zip Code
6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer)	RITCHIE W. TAYLOR			X /s/ Ritchie W. Taylor
	Name			Organizer Signature
	3605 Glenwood Ave. Suite 500			Raleigh	NC	27612
	Address			City	State	Zip Code
7. Certificate of Acceptance of Appointment of Registered Agent:	I hereby accept appointment as Registered Agent for the above named limited-liability company..     CSC Services of Nevada, Inc.
			Cynthia L. Harris
	X /s/ Cynthia L. Harris		Asst. Vice President			11/21/07 Date
	Authorized Signature of R.A. or On Behalf of R.A. Company

This form must be accompanied by appropriate fees. Nevada Secretary of State Form LLC Arts 2007 Revised on 07/01/07

[Seal]	ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz
Articles of Conversion (PURSUANT TO NRS 92A.205) Page 1		Filed in the Office of /s/ Ross Miller Secretary of State State Of Nevada	Business Number C158-2003
			Filing Number 20070794118-89
			Filed On 11/21/2007
			Number of Pages 4

USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY
	Articles of Conversion (Pursuant to NRS 92A.205)

1. Name and jurisdiction of organization of constituent entity and resulting entity:

GOLDEN STATE SUPPLY, INC.
Name of constituent entity
Nevada	corporation
Jurisdiction	Entity type*
and,
GOLDEN STATE SUPPLY LLC
Name of resulting entity
Nevada	limited liability company
Jurisdiction	Entity type*

2. A plan of conversion has been adopted by the constituent entity in compliance with the law of the Jurisdiction governing the constituent entity.

3. Location of plan of conversion: (check one)

☐ The entire plan of conversion is attached to these articles.

☒ The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity.

☐ The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88,330.

* corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.

This form must be accompanied by appropriate fees.	Nevada Secretary of State Form AM Conversion Page 1 2007
	Revised: 01/01/07

[Seal]	ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz
Articles of Conversion (PURSUANT TO NRS 92A.205) Page 2

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

4. Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting entity in the conversion):

Attn:	GENERAL COUNSEL
c/o:	2635 E. Millbrook Road
	Raleigh, NC 27604

  5.   Effective date of conversion (optional) (not to exceed 90 days after the articles are filed

pursuant to NRS 92A.240)*:  

6. Signatures - must be signed by:

1. If constituent entity Is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or all the members if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a.; general partnership governed by NRS chapter 87).

2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it.

GOLDEN STATE SUPPLY, INC.

Name of constituent entity

X /s/ ROBERT A. WICKER	Secretary	11/16/07
Signature	Title	Date

* Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until to later date. This statement must be included within the resulting entity’s articles.

Filing Fee: $350.00

This form must be accompanied by appropriate fees.	Nevada Secretary of State Form AM Conversion Page 2 2007
	Revised on: 01/01/07

PLAN OF CONVERSION

OF

GOLDEN STATE SUPPLY, INC.

INTO

GOLDEN STATE SUPPLY LLC

************************************************************************

THIS PLAN OF CONVERSION is adopted effective the date set forth below by GOLDEN STATE SUPPLY, INC., a Nevada corporation.

1.    Pursuant to the terms and conditions of this Plan, GOLDEN STATE SUPPLY, INC., a Nevada corporation (“Converting Corporation”), shall be converted into GOLDEN STATE SUPPLY LLC, a Nevada limited liability company (“Resulting LLC”), and the Converting Corporation shall cease its form of organization as a corporation and shall continue in existence as a limited liability company, organized and governed by the laws of the State of Nevada (“Conversion”).

2.    Upon and after the Effective Time (defined hereafter) of the Conversion, all of the assets and properties (real, personal, mixed, tangible, intangible and every other kind and description and wheresoever situated) of the Converting Corporation, save and except those distributed prior to the Effective Time to the Shareholders of the Corporation, shall be and become the assets and properties of the Resulting LLC, and title thereto shall be deemed to be vested without further act or deed, in the Resulting LLC just as effectually as such title was vested in the Converting Corporation.

3.    Upon and after the Effective Time of the Conversion, all debts, liabilities, obligations, and duties of the Converting Corporation shall be assumed by the Resulting LLC; and thenceforth the Resulting LLC shall be responsible, without limitation as to amount, for such debts, liabilities, obligations and duties just as fully and to the same extent as if such debts, liabilities, obligations and duties had been originally incurred or contracted by the Resulting LLC.

4.    As of the Effective Time of the Conversion, the terms and conditions of the conversion are as follows:

a. Each share of the Converting Corporation then outstanding shall be converted into a percentage (equal to one divided by the number of then outstanding shares of the Corporation) of member interest of the Resulting LLC, which interest shall consist of a corresponding percentage of the capital, profits and losses, distributions and voting rights of the Resulting LLC.

b. The Bylaws of the Converting Corporation shall terminate, and the Members of the Resulting LLC shall enter into and execute an operating agreement, a copy of which is attached hereto as Exhibit A and made a part hereof.

c. The conversion shall be effective upon the filing of the Articles of Organization of the Resulting LLC in the office of the Secretary of State of the State of Nevada (“Effective Time”).

5.    The names and percentage ownership of· shares of each Shareholders of the Converting Corporation, which shall correspond to the same percentage of membership interest in the Resulting LLC, pursuant to paragraph 4.a, held by each such person, are as follows:

CALIFORNIA OPERATIONS LLC 100 % 

6.    Within thirty (30) days after the adoption of this Plan, counsel for the Converting Corporation shall file Form 966 with the Internal Revenue Service, attaching to said form a certified copy of this resolution indicating that the Shareholders and Directors have adopted a plan of conversion, the effect of which shall be a liquidation for federal and state income tax purposes pursuant to Sections 331 and 336 of the Internal Revenue Code and applicable provisions of state law.

7.     The Officers and Directors be and they are hereby empowered, authorized and directed to proceed in accordance with the resolution hereby adopted by the Shareholders and Directors, said Officers and Directors being authorized to adopt any subsequent resolutions to effectuate the intent of the Shareholders and Directors to convert the Converting Corporation in accordance with the Plan, Sections 331 and 336 of the Internal Revenue Code of 1986, as amended, and in accordance with the tax and corporate laws of the State of Nevada.

This the 16 day of November, 2007.

GOLDEN STATE SUPPLY, INC.
By:	/s/ ROBERT A. WICKER
	ROBERT A. WICKER, Secretary

EX-3.36

Exhibit 3.36

OPERATING AGREEMENT

OF

GOLDEN STATE SUPPLY LLC

A NEVADA LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (this “Agreement”) of GOLDEN STATE SUPPLY LLC, a Nevada limited liability company (the “Company”), is entered into and shall be effective as of November 29, 2007, by and among the Company and GENERAL PARTS, INC. as its sole Member (herein “Member”) and all other persons who hereafter become a member or manager of the Company, all in accordance with and pursuant to the Nevada Limited Liability Company Act, as amended, codified in Nevada Revised Statutes, as amended - (the “Act”).

RECITALS

The Company was converted into a limited liability company by filing on November 21, 2007 Articles of Conversion with the Nevada Secretary of State. Further, on November 29, 2007 Articles of Merger were filed with the Nevada Secretary of State, which resulted in the Member being the sole Member of the Company. It is the intention of the Members that the Company be disregarded for federal, state and foreign tax purposes for so long as the Company has only one member; provided however, the separate identity of the Company from that of the Member shall be respected for all other purposes.

NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

GENERAL PROVISIONS

1.1    Purpose. The Company’s business and purpose be to engage in any lawful activities permitted to limited liability companies by the applicable laws and statutes for such entities of the State of Nevada.

1.2    Members. The Members are all of the members of the Company and hereby ratify all actions heretofore taken by the Organizer in organizing the Company.

1.3    Place of Business. The principal place of business of the Company shall be located in Nevada. The Member may change the principal place of business of the Company to any other place and establish or close other offices and places of business.

1.4    Duration. The existence of the Company commenced on the effective date of the filing of the Articles of Organization of the Company and shall continue until the Company is dissolved and its affairs are wound up in accordance with Article VI below.

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1.5    Title to Property. The Company shall hold all property (real, personal, tangible, and intangible) owned from time to time by the Company as a result of capital contributions (as contemplated in Section 3.1 below), operations or otherwise, in the name of the Company and not in the name of any Member. Insofar as permitted by applicable law, no member or manager shall have any ownership interest in any Company property in its individual name or right and, each membership or other ownership interest in the Company shall be personal property for all purposes.

1.6    Limited Liability. The Member shall not be bound by, or be personally liable for, the debts, obligations or liabilities of the Company, except as, and to the extent that, the Member expressly agrees otherwise in writing. In furtherance of the foregoing, in no event shall the Member be liable with respect to, or be required to contribute capital to restore, a negative or deficit balance in the Member’s capital account, if any, upon the dissolution or liquidation of either the Company or the Member’s membership interest in the Company, or at any other time, except to the extent the Member expressly agrees thereto in writing to the Company.

ARTICLE II

MANAGEMENT

2.1    Management. The business of the Company shall be managed by managers (within the meaning of the Act). 0. TEMPLE SLOAN III, JOIIN W. GARDNER, MICHAEL J. RIESS, II, and DAVID L. MCCARTNEY shall be the initial managers and shall be vested with the exclusive control of the management of the business and affairs of the Company. At any time, the Managers may be removed or new Managers elected by the vote of the Member. All power and authority of the Company shall be exercised by, or under the direction and control of, the managers in a manner consistent with this Agreement including specifically the provisions of Section 2.2, and the Act.

The Managers shall have the right to designate and elect officers for the Company. The Managers may, from time to time, change the designation of officers and appoint additional individuals as officers of the Company. Unless the Managers, decide otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the Nevada Business Corporation Act, such officer shall have the duties and authority customarily associated with that office. The Managers may remove any officer at any time, with or without cause. Until changed by the Managers as set forth above, the officers shall be as follows:

J. Michael Riess II	SVP & President – Store Group
John W. Gardner	SVP – Finance, Corporate Development and Treasurer
David L. McCartney	SVP – Logistics & Supply Chain
Richard B. Guirlinger	VP – Strategic Planning & Analysis
Robert A. Wicker	SVP, General Counsel & Secretary
James S. Felman	VP – Tax and Assistant Secretary

2.2    Limitations. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, and the Members and managers of the Company shall have no authority to, without the unanimous consent of its Member(s), do any of the following:

(a)    engage in any business or activity other than those set forth in Article I;

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(b)    do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

(c)    dissolve or liquidate, in whole or in part;

(d)    consolidate or merge with or into any other entity;

(e)    institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution or bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of property of the Company, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take company action in furtherance of any such action; or

(f)    amend the Articles of Organization or the Operating Agreement of the Company.

2.3    Exculpation and Indemnification. The Members and managers shall, to the fullest extent permitted under the Act or other applicable law, be exculpated from and indemnified by the Company against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the Members, the managers or the Company and all costs of investigation in connection therewith) that in any way relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Company, the Members or the managers acting on behalf of the Company. Expenses incurred by the Members or managers in defense or settlement of any claim that may be subject to a right of indemnification hereunder may be advanced by the Company prior to the final disposition thereof; provided however, prior to such advancement the Members or managers shall agree in writing to repay such advancement to the extent that it shall be determined ultimately that such Members or managers are not entitled to be indemnified hereunder. The satisfaction of the obligations of the Company under this Section 2.3 shall be from, and limited to, the assets of the Company; the Members and the managers shall not have any liability on account thereof. The right to indemnification and payment of expenses conferred in this Section 2.3 shall not be exclusive of any other right which the Member or manager may have or hereafter acquire under law or equity, provision of this Agreement, or otherwise.

2.4    Other Business Ventures. The Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such other ventures or income or profits therefrom by virtue of this Agreement or the Member’s status as a member of the Company, or the manager’s status as a manager of the Company.

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ARTICLE III

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

3.1    Capital Contributions. On the effective date of this Agreement, the Members contributed the Member’s initial capital contribution to the Company. The Members shall make such additional contributions to the capital of the Company, and on such terms and conditions, as the Members may from time to time determine in the Member’s sole discretion. The Members shall have no duty or obligation to make any other contributions to the capital of the Company for any purpose. All capital contributions by the Members shall be recorded on the books and records of the Company. Property owned by the Members shall in no event be deemed owned by the Company unless there is a writing affirmatively evidencing the Member’s intent to transfer title to such property to the Company.

3.2    Allocations. One hundred percent (100%) of the Company’s profits and losses shall be allocated to the Members as follows:

GENERAL PARTS, INC. 100 % 

3.3    Distributions. The Company shall make such distributions of money and other property to the Members at such times and in such amounts as determined from time to time by the managers; provided, however, that no distribution shall be made in violation of the Act. The Members shall not be required to return all or part of any distributions made to the Member by the Company.

ARTICLE IV

SEPARATENESS PROVISIONS

4.1    Separate Entity: Except for federal, state, local and foreign income tax purposes, the Company for all other purpose will constitute an entity separate and apart from its Members and other persons or entities.

ARTICLE V

TRANSFERS AND ISSUANCES OF MEMBERSHIP INTERESTS;

ADMISSION OF NEW MEMBERS

5.1    Transfer of Membership Interest. The Members may assign, transfer and otherwise convey (collectively, “convey”) all or part of the Member’s membership interest in the Company only by (a) executing a written instrument of assignment, duly describing the membership interest in the Company being conveyed to the transferee and the rights and obligations that the transferee shall have in respect of such interest (including whether the transferee is to be admitted as a member of the Company), and (b) complying with the provisions of Section 5.3. Any attempted or purported conveyance of all or part of a membership interest in the Company that does not comply with the preceding sentence shall be null and void and not recognized by the Company.

5.2    Admission of Additional Members. The Company, with the Member’s written consent, may issue membership interests to other persons and admit such persons as members of the Company. Any attempted or purported admission of a member that does not comply with the preceding sentence shall be null and void and not recognized by the Company. The issuance of membership interests to a new member shall become effective upon compliance with the provisions of Section 5.3.

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5.3    Amended and Restated Limited Liability Company Operating Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under section 301.7701 -3(b)(l)(ii) of the Treasury Regulations. Accordingly, any action described in Section 5.1 or 5.2 (relating to the admission of new members to the Company) that would cause the Company to have more than one member shall be made in conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated limited liability company operating agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).

ARTICLE VI

DISSOLUTION

6.1    Member Status. The bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Member shall not cause the termination or dissolution of the Company and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Member shall have all the rights of such Member for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Member. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Company Interest shall be subject to all of the restrictions, hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Member. To the extent permitted by applicable law.

6.2    Dissolution of the Company. The Company shall not be dissolved except upon the written consent of the Member.

ARTICLE VII

MISCELLANEOUS

7.1    Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Nevada (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

7.2    Amendments. This Agreement may be modified, altered, supplemented or amended only by the written consent of the Member.

7.3    Construction. Unless otherwise indicated, “Sections” mean and refer to the numbered Sections of this Agreement. Words such as “herein,” “hereby,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context requires otherwise. All headings and captions used in this Agreement are for convenience of reference only and are not intended to define or limit the scope or intent of this Agreement.

7.4    Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

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7.5    Sole Benefit of Member. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

7.6    Seal. The Company shall not have a seal, and no agreement, instrument or other document executed on behalf of the Company that would otherwise be valid and binding on the Company shall be invalid or not binding on the Company solely because no seal of the Company is affixed thereto.

7.7    Gender. As used in this Operating Agreement the masculine, feminine and neuter gender, and the singular and plural numbers, wherever the context requires or permits, shall each be deemed to include the other genders or numbers respectively.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the date first written above

COMPANY:
GOLDEN STATE SUPPLY LLC, a Nevada
Limited Liability Company
By:	/s/ John W. Gardener
	JOHN W. GARDNER, Manager
MEMBER:
GENERAL PARTS, INC.
By:	/s/ Robert A. Wicks
	ROBERT A. WICKER, Secretary

MANAGERS:
/s/ O. Temple Sloan III	/s/ John W. Gardner
O. TEMPLE SLOAN III	JOHN W. GARDNER
/s/ Michael J. Reiss, II	/s/ David L. McCartney
MICHAEL J. REISS, II	DAVID L. MCCARTNEY

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EX-3.37

Exhibit 3.37

CERTIFICATE OF FORMATION

OF

CARQUEST TECHNOLOGIES, INC.

1. The name of the limited liability company is CARQUEST TECHNOLOGIES, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CARQUEST TECHNOLOGIES, INC. this 21^st day of November, 2017.

By:	/s/ Stephanie Johnston Thomas
Name:	Stephanie Johnston Thomas
Title:	An Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is CARQUEST TECHNOLOGIES, LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company.

By:	/s/ Robert A. Wicker
Name:	Robert A. Wicker
Title:	Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: CARQUEST TECHNOLOGIES, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Section 1 of the Certificate of Formation is deleted in its entirety and replaced with the following: The name of the limited liability company is GPI Technologies, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 17^th day of January, A.D. 2011.

By:	/s/ Richard McCook
Name:	Richard McCook
Title:	Manager

CERTIFICATE OF MERGER

AUTOMOTIVE COMMUNICATIONS LINK, INC.

A CALIFORNIA CORORATION,

INTO

GPI TECHNOLOGIES, LLC

A DELAWARE LIMITED LIABILITY

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned hereby executed the following Certificate of Merger:

First: The name of the surviving corporation is GPI Technologies, LLC, a Delaware limited liability company (“Surviving Company”).

Second: The name of the corporation being merged into this surviving corporation is Automotive Communications Link, Inc., a California corporation (“Disappearing Company”).

Third: The agreement of merger or consolidation has been approved and executed by each of the business entities which are to merge or consolidate (the “Merger Agreement”).

Fourth: The Certificate of Formation and Operating Agreement of the Surviving Company in effect immediately prior to the filing of this Certificate of Formation and Operating Agreement of the Surviving Corporation of the Surviving Company.

Fifth: The merger is to become effective December 31, 2013.

Sixth: The agreement of merger is on file at the place of business of the Surviving Company and the principal address thereof is 4729 Hargrove Road, Raleigh, North Carolina 27604.

Seventh: A copy of the agreement of Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to nay member of any domestic limited liability company or any person holding an interest in Disappearing Company.

IN WITNESS WHEREOF, the undersigned, as the Surviving corporation of the merger, has caused this certificate to be signed by an authorized officer this 1^st day of December, 2013.

[Remainder of page intentionally left blank]

GPI TECHNOLOGIES, LLC
By:	/s/ David L. McCartney
Name:	David L. McCartney
Title:	President and Manager

[Signature page to Certificate of Merger]

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of Delaware, hereby certifies as follows:

1. The name of the limited liability company is GPI TECHNOLOGIES, LLC.

2. The Registered Office of the corporation in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover, county of Kent, Zip Code 19904. The name of the Registered Agent at such address upon whom process against this Corporation may be serve is National Registered Agents, Inc.

By:	/s/ Todd Svoboda
Name:	Todd Svoboda
Title:	Authorized Person

EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

CARQUEST TECHNOLOGIES, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of CARQUEST Technologies, LLC (the “Company”), effective as of the 23 day of November, 2007, is made by the Company and General Parts, Inc., a North Carolina corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. FORMATION.

Effective with the filing of the Certificate of Formation (the “Certificate”), the Company constituted a limited liability company formed pursuant to the Delaware Limited Liability Company Act (the “Act”) and other applicable laws of the State of Delaware. The Managers shall, when required, file such amendments to or restatements of the Certificate, in such public offices in the State of Delaware or elsewhere as the Managers deem advisable to give effect to the provisions of this Agreement and the Certificate, and to preserve the character of the Company as a limited liability company.

2. NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “CARQUEST Technologies, LLC”, or such other name as the Managers shall hereafter designate. The initial principal office and place of business of the Company shall be located at 4729 Hargrove Road, Raleigh, North Carolina 27604. The initial registered agent for service of process at the registered office of the Company shall be The Corporation Trust Company. The initial registered office of the Company shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware.

3. PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers necessary to or reasonably connected with the Company’s purpose that may be legally exercised by limited liability companies under the Act.

4. STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Managers shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5. TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property. Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6. MANAGEMENT OF THE COMPANY.

6.1    Management and Authority. The business and affairs of the Company shall be managed by its Managers. Except as otherwise provided by applicable law and this Agreement, the Managers shall have sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including, without limitation, the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers. The Company’s initial officers are set forth on Exhibit C to this Agreement, each of whom shall serve until the earlier of his death, resignation or removal by the Managers.

6.2    Number and Tenure of Managers. The Company shall initially have six (6) Managers, who shall be the persons set forth on Exhibit B to this Agreement. The number of Managers shall be fixed from time to time by the Member, but in no instance shall there be less than one Manager. Each Manager shall serve at the discretion of the Member and may be appointed and removed by the Member from time to time and at any time. The signature of any Manager, or, if at any time a Manager shall be an entity, any officer of such Manager on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.3    Quorum and Voting of Managers. Meetings of the Managers will be held from time to time at such times and at such places as the Managers determine. Meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Notice of the time and place of the meeting must be given at least two days prior to the meeting. Each Manager has one vote. If there is only one Manager, the single Manager constitutes a quorum for the transaction of business of the Manager, and the vote of the single Manager is necessary to decide any matter arising in connection with the business and affairs of the Company. If there is more than one Manager, a majority of the Managers constitute a quorum for the transaction of business of the Managers, and except as set forth otherwise in this Agreement, an affirmative vote of a majority of the Managers is necessary to decide any matter arising in connection with the business and affairs of the Company.

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6.4    Waiver of Notice. A Manager may waive any notice required by the Act or this Agreement before or after the date and time of the meeting or event for which notice is required or before or after the date and time stated in the notice. The waiver must be in writing, be signed by the Manager entitled to the notice and be delivered to the Company for inclusion in its records. A Manager’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the Manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

6.5    Action by Managers Without a Meeting. Action required or permitted to be taken at a meeting of Managers may be taken without a meeting if the action is taken by persons who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, signed by the Managers entitled to take such action and delivered to the Company for inclusion in its records. Action taken under this Section 6.5 is effective when the Managers required to approve such action have signed the consent, unless the consent specifies a different effective date.

6.6    Duties of Manager. The Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the business in which it is engaged and (ii) for the accomplishment of the Company’s purposes.

6.7    Restrictions on Authority of Managers. Without the consent of the Member, the Managers have no authority to:

(a)    do any act in contravention of this Agreement;

(b)    do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

(c)    possess property, or assign rights in specific property, for other than a Company purpose;

(d)    knowingly perform any act that would subject the Member to liability for the obligations of the Company in any jurisdiction;

(e)    file a voluntary petition or otherwise initiate proceedings (x) to have the Company adjudicated insolvent or (y) seeking an order for relief of the Company as debtor under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative

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to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the Company’s property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(f)    admit new Members or permit the withdrawal of a Member;

(g)    consent to a sale of the Company or all or substantially all of its assets; or

(h)    dissolve the Company.

6.8    Compensation. Compensation, if any, of the Managers will be fixed from time to time by the Member. The Managers shall be entitled to reimbursement from the Company of their actual, out-of-pocket expenses incurred in the performance of their duties, subject to the submission of proper evidence of such expenses to the Company.

6.9    Resignation. A Manager may resign at any time by giving written notice to the Member. The resignation of a Manager takes effect upon receipt of such notice or at such later time as is specified in such notice, and, unless otherwise specified in such notice, the acceptance of such resignation is not necessary to make it effective.

6.10    Vacancies. Any vacancy of the Managers occurring for any reason will be filled by the Member. The Manager elected to fill a vacancy shall hold office until such Manager’s death, resignation or removal.

6.11    Liability of the Managers and the Member.

(a)    The Managers shall not be liable to the Company, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which the Managers may do or refrain from doing in connection with the business and affairs of the Company, except with respect to intentional misconduct or a knowing violation of law, or to the extent required by this Agreement, the Act or other applicable law.

(b)    The failure of the Company or the Managers to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

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(c)    The Managers or any affiliate of the Managers may transact business freely with the Company, and no transaction with the Company by the Managers or any affiliate of the Managers shall be void or voidable solely because the Managers or any affiliate has an interest, direct or indirect, in the transaction.

(d)    The Managers are not required to devote their full time to the performance of their duties under this Agreement and may have or engage in other business interests, which may be competitive with the business of the Company. The Managers will not incur any liability to the Company or any other Person solely by engaging in any other business or venture, competitive or otherwise.

6.12    Managers As Attorneys-in-Fact. The Member irrevocably constitutes and appoints each Manager as such Member’s true and lawful attorney and agent, with full power and authority in such Member’s name, place and stead, to execute, acknowledge, deliver, file and record in the appropriate public offices all instruments (including without limitation counterparts of this Agreement) which the Manager deems appropriate to qualify or continue the Company as a limited liability company in the jurisdictions in which the Company conducts business, including amendments to this Agreement necessary to correct scriveners’ errors. The appointment by the Member of the Managers as attorneys-in-fact is deemed to be a power coupled with an interest, in recognition of the fact that the Member will be relying upon the Managers to act as contemplated by this Agreement in any filing and other action by the Managers on behalf of the Company, and such power shall survive the death or incapacity of any person hereby giving such power and the transfer by the Member of all or part of its membership interest. The foregoing power of attorney of a transferor Member will survive such Transfer only until such time as the transferee shall have been admitted to the Company as a Member and all required documents and instruments have been duly executed, filed and recorded to effect such substitution. Any person dealing with the Company may conclusively presume and rely upon the fact that any such instrument executed by such agent and attorney-in-fact is authorized, regular and binding without further inquiry.

7. INDEMNIFICATION OF THE MEMBER AND MANAGERS.

7.1    Generally.

7.1.1    The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member and Managers relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member or Managers in connection with the business of the Company, including attorneys’ fees incurred by the Member or Manager in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

7.1.2    The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or Managers who for the benefit of the Company make any deposit, acquire any option, or make any other similar payment or assume any obligation in connection with any property proposed to be acquired by the Company and who suffer any financial loss as the result of such action.

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7.2    Insurance. The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Managers shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement. The Company may enter into indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements arc made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

7.3.     Indemnification of Officers, Employees and Agents. The Company may indemnify and advance expenses under this Section 7 to an officer, employee or agent of the Company who is not a Member or Manager to the same extent and subject to the same conditions that it may indemnify and advance expenses to a Member or Manager.

8. RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1    Limitation on Member’s Liabilities. The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law. The Member shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company beyond the amount contributed by the Member to the capital of the Company, except as provided by Section 18-607 of the Act.

8.2    Voting Rights. Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Act. When acting on matters subject to the vote of the Member, notwithstanding that the Company is not then insolvent, the Member shall take into account the interest of the Company’s creditors, as well as those of the Member.

8.3    Action by Member Without a Meeting. Any action required or permitted to be taken by the Member may be taken with or without a meeting, and with or without any written consents or other writings describing the action taken.

8.4    Transfers. Except as otherwise specifically set forth in this Agreement, the Member is free to sell, assign, convey, pledge or otherwise transfer or encumber its interest in the Company without restriction.

8.5    Effects of Events Resulting in Cessation of Membership.

8.5.1    Upon the occurrence of any of the events specified in Section 18-304 of the Act, the Member will remain a member of the Company notwithstanding the provisions of such section of the Act.

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8.5.2    If the Member is dissolved or terminated, the powers of the Member may be exercised by its successor or personal representative.

9. CAPITAL CONTRIBUTIONS.

9.1    Capital Contributions. The Member’s capital contribution is set forth on Exhibit A. The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate.

9.2    Loans. The Member may lend money to the Company as approved by the Member and Managers. If the Member lends money to the Company, the amount of any such loan is not an increase in the Member’s capital contribution. The amount of any such loan shall be a debt due from the Company to the Member, at such rates and on such terms as determined reasonable by the Member and Managers.

10. DISTRIBUTIONS.

All distributions by the Company shall be made at the discretion of the Managers.

11. BOOKS AND RECORDS.

11.1    Availability. At all times during the existence of the Company, the Managers shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 11.1, the provisions of Section 18-305 of the Act shall not apply.

11.2    Tax Returns. The Managers shall cause an accountant to prepare all tax returns which the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

11.3    Depositories. The Managers may maintain or cause to be maintained one or more accounts for the Company in such depositories as the Manager shall select. All receipts of the Company from whatever source received (but no funds not belonging to the Company) shall be deposited to such accounts, and all expenses of the Company shall be paid from such accounts. Unless otherwise determined by the Managers, all signatories on any such account shall be bonded under a blanket commercial bond insuring the Company against loss, and such accounts shall be insured against loss from forgery.

12. DISSOLUTION.

12.1    Events Causing Dissolution.

(a)    The Company shall be dissolved and its affairs wound up upon the earlier to occur of the following:

(i)    at such time as the Member determines that the Company should be dissolved; or

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(ii)    upon entry of a decree of judicial dissolution.

(b)    The Company shall continue and shall not dissolve as a result of any event specified in Section 18-801(a) of the Act, so long as, as a result of any such occurrence, the Member’s successor, or its designee, becomes a Member.

12.2    Liquidation of Property and Application of Proceeds.

12.2.1    Winding Up. Upon the dissolution of the Company, the Managers shall wind up the Company’s affairs in accordance with the Act. In winding up the affairs of the Company, the Managers are authorized to take any and all actions contemplated by the Act as permissible, including, without limitation:

(i)    prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)    settling and closing the Company’s business;

(iii)    liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)    discharging or making reasonable provision for the Company’s liabilities; and

(v)    distributing the proceeds of liquidation and any undisposed property.

12.2.2    Distribution of Proceeds. Upon the winding up of the Company, the Managers shall distribute the proceeds and undisposed property as follows:

(i)    to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)    thereafter, to the Member.

13. MISCELLANEOUS.

13.1     Amendment. This Agreement may only be amended by the Member in writing.

13.2    Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

13.3    Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

13.4    Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

13.5    Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

13.6    Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

13.7    Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following pages}

IN WITNESS WHEREOF, the sole Member and the Company have executed this Operating Agreement as of the date first above written.

MEMBER:
GENERAL PARTS, INC.
By:	/s/ O.T. Sloan III
Name:	O.T. Sloan III
Title:	President & CEO
THE COMPANY:
CARQUEST TECHNOLOGIES, LLC
By:	/s/ Joseph J. Zaccharo
Name:	Joseph J. Zaccharo
Title:	Manager

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EXHIBIT A

Value of Initial
Member’s Name and Address	Capital Contribution		Membership Interest
General Parts, Inc.	$	100,000.00		100	%
2635 E. Millbrook Road
Raleigh, North Carolina 27604

EXHIBIT B

Managers

O. Temple Sloan, III

Joe Zucchero

John Gardner

John Mosunic

Robert B. Cushing

Steven Gushie

EXHIBIT C

Officers

Joe Zucchero - President and Chief Operating Officer

Robert A. Wicker - Secretary and General Counsel

James S. Felman - Assistant Secretary

EX-3.39

Exhibit 3.39

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:12 PM 08/28/2012

FILED 06:07 PM 08/28/2012

SRV 120980003 – 5205118 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

1.    The name of the corporation shall be:

LEE HOLDINGS NC, INC.

2.    Its registered office in the State of Delaware is located at:

2711 Centerville Road, Suite 400

Wilmington, DE 19808

County of New Castle

and its Registered Agent at such address is:

Corporation Service Company

3.    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.    The total number of shares and par value of stock which the corporation shall be authorized to issue is 1,000, with a par value of $10.00.

5.    The powers, preferences and rights and the qualifications, limitations or restrictions thereof shall be determined by the board of directors.

6.    The name and address of the incorporator is as follows:

Deborah L. Hildebran-Bachofen

c/o Manning Fulton & Skinner, P.A.

3605 Glenwood Avenue, Suite 500

Raleigh, North Carolina 27612

7.    The Board of Directors shall have the power to adopt, amend or repeal by by-laws.

8.    No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of the Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein name, has executed and acknowledged this certificate of incorporation this 28th day of August, 2012

By:	/s/ Deborah L. Hildenbran-Bachofen
	Deborah L. Hildebran-Bachofen
	Incorporator

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:53 PM 07/21/2015

FILED 12:46 PM 07/21/2015

SRV 151073909 – 5205118 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation of the State of Delaware, hereby certifies as follows:

1.     The name of the corporation is LEE HOLDINGS NC, INC.

2.    The Registered Office of the corporation in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover, County of Kent Zip Code 19904. The name of the Registered Agent at such address upon whom process against this Corporation may be served is National Registered Agents, Inc.

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Todd Svoboda
	Authorized Officer
Name:	Todd Svoboda
	Print or Type

EX-3.40

Exhibit 3.40

BY-LAWS

of

LEE HOLDINGS NC, INC.

(the “Corporation”)

1. Offices

(a)    Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

(b)    Principal Office. The principal office (the “Principal Office”) of LEE HOLDINGS NC, INC., (the “Corporation”) shall be 2635 E. Millbrook Road, Raleigh, NC 27604, or such other place as determined by resolution of the Board of Directors of the Corporation (the “Board” or “Board of Directors”).

(c)    Other Offices. The Corporation may have such other offices at such other places as the Board may from time to time designate, or as the business of the Corporation may require.

2. Stockholders

(a)    Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

(b)    Special Meetings. Special meetings of stockholders may be called by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a President, or by the Board of Directors, but such special meetings may not be called by any other person or persons. The call for the meeting shall state the place, date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

(c)    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Certificate of Incorporation or under these

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By-laws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(d)    Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum.

(e)    Voting and Proxies. Except as otherwise provided by the Certificate of Incorporation or by law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by Section 212(c) of the DGCL, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting.

(f)    Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

(g)    Presiding Officer. Meetings of stockholders shall be presided over by the Chairman of the Board, if one is elected, or in his or her absence, the Vice Chairman of the Board, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.

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(h)    Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the presiding officer of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(i)    Action without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested, or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book. Every written consent shall bear the date of signature and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered pursuant to these By-laws, written consents signed by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these By-laws. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

3. Directors

(a)    Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

(b)    Number and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

(c)    Vacancies: Reduction of Board. A majority of the directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of directors. In lieu of filling any vacancy, the Board of Directors may reduce the number of directors.

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(d)    Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, directors shall hold office until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(e)    Removal. To the extent permitted by law, a director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of directors.

(f)    Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, the President, or by two or more Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

(g)    Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting. Notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communications, sent to such director’s business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director’s business or home address at least forty-eight (48) hours in advance of the meeting.

(h)    Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

(i)    Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, unless otherwise provided in the following sentence, a majority of the directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws. So long as there are two (2) or fewer Directors, any action to be taken by the Board of Directors shall require the approval of all Directors.

(j)    Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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(k)    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

4. Officers

(a)    Enumeration. The officers of the Corporation shall consist of one President, a Treasurer, a Secretary, and such other officers, including, without limitation, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.

(b)    Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

(c)    Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of such officer’s duties in such amount and with such sureties as the Board of Directors may determine.

(d)    Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign by delivering his or her written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

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(e)    Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

(f)    Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

(g)    Chairman of the Board and Vice Chairman. Unless otherwise provided by the Board of Directors, the Chairman of the Board of Directors, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

(h)    Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

(i)    President. The President shall, subject to the direction of the Board of Directors, have general supervision and control of the Corporation’s business and any action that would typically be taken by a President. If there is no Chairman of the Board or Vice Chairman of the Board, a President shall preside, when present, at all meetings of stockholders and the Board of Directors. The President shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

(j)    Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

(k)    Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

(l)    Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors (including committees

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of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

(m)    Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time to time by the Board of Directors.

5. Capital Stock

(a)    Certificates of Stock. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or ail of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed in accordance with Section 5(c) representing the number of shares registered in certificate form. The Corporation shall not have power to issue a certificate representing shares in bearer form.

(b)    Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (i) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights to be set forth in full or summarized on the face or back of any certificate which the Corporation issues to represent shares of such class or series of stock or (ii) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

(c)    Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

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(d)    Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

(e)    Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of such stockholder’s post office address.

(f)    Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (ii) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(g)    Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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6. Indemnification

(a)    Definitions. For purposes of this Section 6:

(i)    “Corporate Status” describes the status of a person who is serving or has served (A) as a Director of the Corporation, (B) as an Officer of the Corporation, (C) as a Non-Officer Employee of the Corporation, or (D) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity for which such person is or was serving at the request of the Corporation. For purposes of this Section 6 (a)(i), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(ii)    “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(iii)    “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(iv)    “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(v)    “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;

(vi)    “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(vii)    “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;

(viii) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

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(ix) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

(b)    Indemnification of Directors and Officers. Subject to the operation of Section 6 (d) of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in subsections (i) through (iv) of this Section 6 (b).

(i)    Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(ii)    Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Section 6 (b)(ii) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.

(iii)    Survival of Rights. The rights of indemnification provided by this Section 6(b) shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

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(iv)    Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these Bylaws in accordance with the provisions set forth herein.

(c)    Indemnification of Non-Officer Employees. Subject to the operation of Section 6(d) of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 6(c) shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors of the Corporation.

(d)    Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Section 6 to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (ii) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (iii) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Corporation.

(e)    Advancement of Expenses to Directors Prior to Final Disposition.

(i)    The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not

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entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (A) authorized by the Board of Directors of the Corporation, or (B) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these By-laws.

(ii)    If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Section 6 shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(iii)    In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

(f)    Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(i)    The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(ii)    In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

(g)    Contractual Nature of Rights.

(i) The provisions of this Section 6 shall be deemed to be a contract between

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the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Section 6 is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Section 6 nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Section 6 shall eliminate or reduce any right conferred by this Section 6 in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Section 6 shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.

(ii)    If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Section 6 shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(iii)    In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

(h)    Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Section 6 shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

(i)    Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non- Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Section 6.

(j)    Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Section 6 as a result of such person

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serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Section 6 owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

7. Miscellaneous Provisions

(a)    Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.

(b)    Seal. The seal of the Corporation shall be in such form as shall from time to time be adopted by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

(c)    Execution of Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-Laws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board, Chief Executive Officer, President or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power..

(d)    Voting of Securities. Unless the Board of Directors otherwise provides, a President, any Vice President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

(e)    Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

(f)    Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

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(g)    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

(h)    Amendments. These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors: provided, that (a) the Board of Directors may not alter, amend or repeal any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the stockholders and (b) any alteration, amendment or repeal of these By-laws by the Board of Directors and any new By-law adopted by the Board of Directors may be altered, amended or repealed by tine stockholders.

(i)    Waiver of Notice. Whenever notice is required to be given under any provision of these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or alter the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting needs to be specified in any written waiver or any waiver by electronic transmission.

(j)    Electronic Transactions. The Corporation may conduct any transaction or transactions by electronic means, and this provision shall constitute the agreement by the corporation, its shareholders, and directors to the conduct of transactions by electronic means.

Attested this 28^th day of August, 2012

/s/ J. Hines Johnson III

Name: J. Hines Johnson III

Title: Secretary

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EX-3.41

Exhibit 3.41

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MOTOLOGIC, INC.

ARTICLE I

The name of the corporation is MotoLogic, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904, located in the County of Kent. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

A.    The total number of shares of all classes of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, without par value per share (the “Common Stock”).

B.    The holders of Common Stock shall be entitled to one (1) vote per share on all matters to be voted on by the stockholders of the Corporation.

ARTICLE V

Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise.

ARTICLE VII

A. Any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of such holders or by any consent in writing by such holders in accordance with the Delaware General Corporation Law.

B. Special meetings of stockholders may be called only by the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer, and may not be called by any other person or persons.

ARTICLE VIII

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. No amendment to or repeal of this ARTICLE VIII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE IX

The Corporation reserves the right at any time, and, from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article; provided, however, that the affirmative vote of 66 2/3% of the voting power of the capital stock of the Corporation entitled to vote thereon shall be required to amend, alter or repeal, or adopt any provision inconsistent with, whether by amendment, merger or otherwise, the provisions of ARTICLES VII, VIII and IX.

EX-3.42

Exhibit 3.42

BYLAWS

OF

MotoLogic, Inc.

(a Delaware corporation)

Adopted as of May 7, 2009

ARTICLE I

Offices and Fiscal Year

SECTION 1.01. Registered Office.—The registered office of the corporation shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware until otherwise established by resolution of the board of directors, and a certificate certifying the change is filed in the manner provided by statute. The name of its registered agent at the address is The Corporation Trust Company.

SECTION 1.02. Other Offices.—The corporation may also have offices at such other places within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation requires.

SECTION 1.03. Fiscal Year.—The fiscal year of the corporation shall end on the 31 st of December in each year.

ARTICLE II

Notice - Waivers - Meetings

SECTION 2.01. Notice, What Constitutes.-Whenever, under the provisions of the Delaware General Corporation Law (“GCL”) or the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission to the address (or to the telex, TWX, facsimile or telephone number) of the person appearing on the books of the corporation, or in the case of directors, supplied to the corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to be given when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched, or in the case of facsimile transmission, when received.

SECTION 2.02. Notice of Meetings of Board of Directors.—Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting of the board of directors shall be given to each director by telephone or in writing at least 24 hours (in the case of notice by telephone, telex, TWX or facsimile transmission) or 48 hours (in the case of notice by telegraph, courier service or express mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting.

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SECTION 2.03. Notice of Meetings of Stockholders.—Written notice of the place, date and hour of every meeting of the stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting. Every notice of a special meeting shall state the purpose or purposes thereof. If the notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at the address of the stockholder as it appears on the records of the corporation.

SECTION 2.04. Waivers of Notice.

(a)    Written Waiver.—Whenever notice is required to be given under any provisions of the GCL or the certificate of incorporation or these bylaws, a written waiver, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice of such meeting.

(b)    Waiver by Attendance.—Attendance of a person at a meeting, either in person or by proxy, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 2.05. Exception to Requirements of Notice.

(a)    General Rule.—Whenever notice is required to be given, under any provision of the GCL or of the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.

(b)    Stockholders Without Forwarding Addresses.—Whenever notice is required to be given, under any provision of the GCL or the certificate of incorporation or these bylaws, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a 12 month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth the person’s then current address, the requirement that notice be given to such person shall be reinstated.

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SECTION 2.06. Conference Telephone Meetings.—One or more directors may participate in a meeting of the board, or of a committee of the board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE III

Meetings of Stockholders

SECTION 3.01. Place of Meeting.—All meetings of the stockholders of the corporation shall be held at the registered office of the corporation, or at such other place within or without the State of Delaware as shall be designated by the board of directors in the notice of such meeting.

SECTION 3.02. Annual Meeting.—The board of directors may fix and designate the date and time of the annual meeting of the stockholders, but if no such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the first day of March in such year, if not a legal holiday under the laws of Delaware, and, if a legal holiday, then on the next succeeding business day, not a Saturday, at 9:00 A.M., and at said meeting the stockholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting.

SECTION 3.03. Special Meetings.—Special meetings of the stockholders of the corporation may be called at any time by the chairman of the board, a majority of the board of directors, the president, or at the request, in writing, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the particular meeting. At any time, upon the written request of any person or persons who have duly called a special meeting, which written request shall state the purpose or purposes of the meeting, it shall be the duty of the secretary to fix the date of the meeting which shall be held at such date and time as the secretary may fix, not less than ten nor more than 60 days after the receipt of the request, and to give due notice thereof. If the secretary shall neglect or refuse to fix the time and date of such meeting and give notice thereof, the person or persons calling the meeting may do so.

SECTION 3.04. Quorum, Manner of Acting and Adjournment.

(a)    Quorum.—The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by the GCL, by the certificate of incorporation or by these bylaws. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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(b)    Manner of Acting.—Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders, unless the question is one upon which, by express provision of the applicable statute, the certificate of incorporation or these bylaws, a different vote is required in which case such express provision shall govern and control the decision of the question. The stockholders present in person or by proxy at a duly organized meeting can continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum.

SECTION 3.05. Organization.—At every meeting of the stockholders, the chairman of the board, if there be one, or in the case of a vacancy in the office or absence of the chairman of the board, one of the following persons present in the order stated: the vice chairman, if one has been appointed, the president, the vice presidents in their order of rank or seniority, a chairman designated by the board of directors or a chairman chosen by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman, shall act as secretary.

SECTION 3.06. Voting.

(a)    General Rule.—Unless otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock having voting power held by such stockholder.

(b)    Voting and Other Action by Proxy.—

(1)    A stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy. Such execution may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission if such telegram, cablegram or other means of electronic transmission sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.

(2)    No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

(3)    A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

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SECTION 3.07. Consent of Stockholders in Lieu of Meeting.—Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required in this section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 3.08. Voting Lists.—The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting. The list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 3.09. Inspectors of Election.

(a) Appointment.—All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; the vote upon any other matter need not be by ballot. In advance of any meeting of stockholders the board of directors may appoint inspectors, who need not be stockholders, to act at the meeting. If inspectors are not so appointed, the chairman of the meeting may, and upon the demand of any stockholder or his proxy at the meeting and before voting begins shall, appoint inspectors. The number of inspectors shall be either one or three, as determined, in the case of judges appointed upon demand of a stockholder, by stockholders present entitled to cast a majority of the votes which all stockholders present are entitled to cast thereon. No person who is a candidate for office shall act as an inspector. In case any person appointed as an inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the board of directors in advance of the convening of the meeting, or at the meeting by the chairman of the meeting.

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(b)    Duties.—If inspectors are appointed, they shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, shall receive votes or ballots, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes, shall determine the result, and shall do such acts as may be proper to conduct the election or vote with fairness to all stockholders. If there be three inspectors of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

(c)    Report.—On request of the chairman of the meeting or of any stockholder or his proxy, the inspectors shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them.

ARTICLE IV

Board of Directors

SECTION 4.01. Powers.—All powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

SECTION 4.02. Number and Term of Office.—The board of directors shall consist of such number of directors, not less than one nor more than ten, as may be determined from time to time by resolution of the board of directors. Each director shall hold office until the expiration of the term for which he or she was selected and until a successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 4.03. Vacancies.—Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal.

If there are no directors in office, then an election of directors may be held in the manner provided by statute. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series maybe filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

SECTION 4.04. Resignations.—Any director may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

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SECTION 4.05. Removal .-Any director or the entire board of directors may be removed, with or without cause, by the holders of shares entitled to cast a majority of the votes which all stockholders are entitled to cast at an election of directors.

SECTION 4.06. Organization.—At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of a vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary.

SECTION 4.07. Place of Meeting.—Meetings of the board of directors shall be held at such place within or without the State of Delaware as the board of directors may from time to time determine, or as may be designated in the notice of the meeting.

SECTION 4.08. Regular Meetings.—Regular meetings of the board of directors shall be held without notice at such time and place as shall be designated from time to time by resolution of the board of directors.

SECTION 4.09. Special Meetings.—Special meetings of the board of directors shall be held whenever called by the president or by two or more of the directors.

SECTION 4.10. Quorum, Manner of Acting and Adjournment.

(a)    General Rule.—At all meetings of the board one-third of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by the GCL or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

(b)    Unanimous Written Consent.—Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if all members of the board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board.

SECTION 4.11. Executive and Other Committees.

(a)    Establishment.—The board of directors may, by resolution adopted by a majority of the whole board, establish an Executive Committee and one or more other committees, each committee to consist of one or more directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and the alternate or

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alternates, if any, designated for such member, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

(b)    Powers.—The Executive Committee, if established, and any such other committee to the extent provided in the resolution establishing such committee shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the GCL, fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the GCL, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. The Executive Committee shall have the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the GCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee so formed shall keep regular minutes of its meetings and report the same to the board of directors when required.

(c)    Committee Procedures.-The term “board of directors” or “board,” when used in any provision of these bylaws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to the Executive Committee or other committee of the board.

SECTION 4.12. Compensation of Directors.—Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors.

ARTICLE V

Officers

SECTION 5.01. Number, Qualifications and Designation.—The officers of the corporation shall be chosen by the board of directors and shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of section 5.03 of this Article. Any number of offices may be held by the same person. Officers may, but need not, be directors or stockholders of the corporation. The board of directors may elect from among the members of the board a chairman of the board and a vice chairman of the board who shall be officers of the corporation. The chairman of the board or the president, as designated from time to time by the board of directors, shall be the chief executive officer of the corporation.

SECTION 5.02. Election and Term of Office.—The officers of the corporation, except

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those elected by delegated authority pursuant to section 5.03 of this Article, shall be elected annually by the board of directors, and each such officer shall hold office for a term of one year and until a successor is elected and qualified, or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.

SECTION 5.03. Subordinate Officers, Committees and Agents.—The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these bylaws, or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

SECTION 5.04. The Chairman and Vice Chairman of the Board.—The chairman of the board, if there be one, or in the absence of the chairman, the vice chairman of the board, if there be one, shall preside at all meetings of the stockholders and of the board of directors, and shall perform such other duties as may from time to time be assigned to them by the board of directors.

SECTION 5.05. The President.—The president shall have general supervision over the business and operations of the corporation, subject, however, to the control of the board of directors. The president shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the board of directors and, if the chairman of the board is the chief executive officer, the chairman of the board.

SECTION 5.06. The Vice Presidents.—The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the board of directors or by the president.

SECTION 5.07. The Secretary.—The secretary, or an assistant secretary, shall attend all meetings of the stockholders and of the board of directors and shall record the proceedings of the stockholders and of the directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors or the president.

SECTION 5.08. The Treasurer.—The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; whenever so required by the board of directors, shall render an account showing his or her transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the president.

SECTION 5.09. Officers’ Bonds.—No officer of the corporation need provide a bond to

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guarantee the faithful discharge of the officer’s duties unless the board of directors shall by resolution so require a bond in which event such officer shall give the corporation a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of such office.

SECTION 5.10. Salaries.-The salaries of the officers and agents of the corporation elected by the board of directors shall be fixed from time to time by the board of directors.

ARTICLE VI

Certificates of Stock, Transfer, Etc.

SECTION 6.01. Form and Issuance.

(a)    Issuance.—The shares of the corporation shall be represented by certificates unless the board of directors shall by resolution provide that some or all of any class or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Notwithstanding the adoption of any resolution providing for uncertificated shares, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, representing the number of shares registered in certificate form.

(b)    Form and Records .—Stock certificates of the corporation shall be in such form as approved by the board of directors. The stock record books and the blank stock certificate books shall be kept by the secretary or by any agency designated by the board of directors for that purpose. The stock certificates of the corporation shall be numbered and registered in the stock ledger and transfer books of the corporation as they are issued.

(c)    Signatures .—Any or all of the signatures upon the stock certificates of the corporation may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer, transfer agent or registrar, before the certificate is issued, it may be issued with the same effect as if the signatory were such officer, transfer agent or registrar at the date of its issue.

SECTION 6.02. Transfer.—Transfers of shares shall be made on the share register or transfer books of the corporation upon surrender of the certificate therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made which would be inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform Commercial Code-Investment Securities.

SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates.—The board of directors may direct a new certificate of stock or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to give

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the corporation a bond sufficient to indemnify against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

SECTION 6.04. Record Holder of Shares.—The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

SECTION 6.05. Determination of Stockholders of Record.

(a)    Meetings of Stockholders.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting.

(b)    Consent of Stockholders.—In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the GCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the GCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

(c)    Dividends.—In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which

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record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

ARTICLE VII

Indemnification of Directors, Officers and

Other Authorized Representatives

SECTION 7.01. Indemnification of Authorized Representatives in Third Party Proceedings.—The corporation shall indemnify any person who was or is an authorized representative of the corporation, and who was or is a party, or is threatened to be made a party to any third party proceeding, by reason of the fact that such person was or is an authorized representative of the corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such third party proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal third party proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the authorized representative did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.

SECTION 7.02. Indemnification of Authorized Representatives in Corporate Proceedings.—The corporation shall indemnify any person who was or is an authorized representative of the corporation and who was or is a party or is threatened to be made a party to any corporate proceeding, by reason of the fact that such person was or is an authorized representative of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such corporate proceeding if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such corporate proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such authorized representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03. Mandatory Indemnification of Authorized Representatives.—To the extent that an authorized representative or other employee or agent of the corporation has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

SECTION 7.04. Determination of Entitlement to Indemnification.—Any indemnification under section 7.01, 7.02 or 7.03 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the

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authorized representative or other employee or agent is proper in the circumstances because such person has either met the applicable standard of conduct set forth in section 7.01 or 7.02 or has been successful on the merits or otherwise as set forth in section 7.03 and that the amount requested has been actually and reasonably incurred. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such third party or corporate proceeding; or

(1)    if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(2)    by the stockholders.

SECTION 7.05. Advancing Expenses.—Expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an authorized representative by the corporation in advance of the final disposition of such third party or corporate proceeding upon receipt of an undertaking by or on behalf of the authorized representative to repay such amount if it shall ultimately be determined that the authorized representative is not entitled to be indemnified by the corporation as authorized in this Article. The financial ability of any authorized representative to make a repayment contemplated by this section shall not be a prerequisite to the making of an advance. Expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

SECTION 7.06. Definitions.—For purposes of this Article:

(1)    “authorized representative” shall mean any and all directors and officers of the corporation and any person designated as an authorized representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise);

(2)    “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;

(3)    “corporate proceeding” shall mean any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor or investigative proceeding by the corporation;

(4)    “criminal third party proceeding” shall include any action or investigation which could or does lead to a criminal third party proceeding;

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(5)    “expenses” shall include attorneys’ fees and disbursements;

(6)    “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;

(7)    “not opposed to the best interests of the corporation” shall include actions taken in good faith and in a manner the authorized representative reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan;

(8)    “other enterprises” shall include employee benefit plans;

(9)    “party” shall include the giving of testimony or similar involvement;

(10)    “serving at the request of the corporation” shall include any service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries; and

(11)    “third party proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

SECTION 7.07. Insurance.—The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article.

SECTION 7.08. Scope of Article.—The indemnification of authorized representatives and advancement of expenses, as authorized by the preceding provisions of this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.09. Reliance on Provisions.—Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon rights of indemnification provided by this Article.

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ARTICLE VIII

General Provisions

SECTION 8.01. Dividends.—Subject to the restrictions contained in the GCL and any restrictions contained in the certificate of incorporation, the board of directors may declare and pay dividends upon the shares of capital stock of the corporation.

SECTION 8.02. Contracts.—Except as otherwise provided in these bylaws, the board of directors may authorize any officer or officers including the chairman and vice chairman of the board of directors, or any agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 8.03. Corporate Seal.—The corporation shall have a corporate seal, which shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

SECTION 8.04. Deposits.—All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.

SECTION 8.05. Corporate Records.

(a)    Examination by Stockholders.—Every stockholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the stock ledger, list of stockholders, books or records of account, and records of the proceedings of the stockholders and directors of the corporation, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. Where the stockholder seeks to inspect the books and records of the corporation, other than its stock ledger or list of stockholders, the stockholder shall first establish (1) that the stockholder has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents; and (2) that the inspection sought is for a proper purpose. Where the stockholder seeks to inspect the stock ledger or list of stockholders of the corporation and has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection sought is for an improper purpose.

(b)    Examination by Directors.—Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the person’s position as a director.

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SECTION 8.06. Amendment of Bylaws.—These bylaws may be altered, amended or repealed or new bylaws may be adopted either (1) by vote of the stockholders at a duly organized annual or special meeting of stockholders, or (2) by vote of a majority of the board of directors at any regular or special meeting of directors if such power is conferred upon the board of directors by the certificate of incorporation.

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EX-3.43

Exhibit 3.43

Form 642 (Revised 01/06)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: See instructions   [Seal]   Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company This space is reserved for office use.   FILED In the Office of the Secretary of State of Texas DEC 21 2006   Corporations Section

Converting Entity Information

The name of the converting limited partnership is:

Straus-Frank Enterprises Limited

The jurisdiction of formation of the limited partnership is: Texas                                                                                                                                                 

The date of formation of the limited partnership is: December 28, 1998                                                                                                                                       

The file number, if any, issued to the limited partnership by the secretary of state is: 11574810            

Plan of Conversion—Alternative Statements

The limited partnership named above is converting to a limited liability company. The name of the limited liability company is:

Straus-Frank Enterprises LLC

The limited liability company will be formed under the laws of:          Texas                                                                                                                  

☐ The plan of conversion is attached.

If the plan of conversion is not attached, the following statements must be completed.

☒ Instead of attaching the plan of conversion, the limited partnership certifies to the following statements:

A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the limited partnership is:

2635 E. Millbrook Rd	Raleigh	NC	USA	27604
Street or Mailing Address	City	State	Country	Zip Code
A signed plan of conversion will be on file after the conversion at the principal place of business of the limited liability company, the converted entity. The address of the principal place of business of the limited liability company is:
2635 E. Millbrook Rd	Raleigh	NC	USA	27604
Street or Mailing Address	City	State	Country	Zip Code

A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.

Form 642

1

Certificate of Formation for the Converted Entity

☒ The converted entity is a Texas limited liability company. The certificate of formation of the Texas limited liability company is attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.

Approval of the Plan of Conversion

The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.

Effectiveness of Filing (Select either A, B, or C.)

A.    This document becomes effective when the document is accepted and filed by the secretary of state.

B.    ☒ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: January 1, 2007 at 12:01 a.m.                    

C.    ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                  

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: December 13, 2006		GULF STATES SUPPLY LLC, General Partner
	By:	/s/ JOHN W. GARDNER
		JOHN W. GARDNER Manager
		Signature and title of authorized person on behalf of the converting entity

Form 642 2

Form 205 (Revised 01/06)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX 512 463-5709 Filing Fee: $300 [Seal]   Certificate of Formation Limited Liability Company This space is reserved for office use.   FILED In the Office of the Secretary of State of Texas DEC 21 2006   Corporations Section

Article 1 – Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

Straus-Frank Enterprises LLC

The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 – Registered Agent and Registered Office

(Select and complete either A or B and complete C)

☒ A. The initial registered agent is an organization (cannot be entity named above) by the name of:

Corporation Service Company dba CSC - Lawyers Incorporating Service Company

OR

☐ B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I.         Last Name Suffix            

C. The business address of the registered agent and the registered office address is:

1964 South Alamo	San Antonio	TX	78204
Street Address	City	State	Zip Code

Article 3—Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

☒ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.

☐ B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

  NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	Gulf States Supply LLC
	Organization Name

ADDRESS OF GOVERNING PERSON
c/o CRANC, Inc. 2635 E. Millbrook Rd	Raleigh	NC	USA	27604
Street or Mailing Address	city	State	Country	Zip Code

Form 205

3

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)
	IF INDIVIDUAL
	First Name	M.I.	Last Name			Suffix
OR
	IF ORGANIZATION
	Organization Name
ADDRESS OF GOVERNING PERSON
Street or Mailing Address			City	State	Country	Zip Code
NAME OF GOVERNING PERSON (Enter the name of either-an individual or an organization, but not both.)
	IF INDIVIDUAL
	First Name	M.I.	Last Name			Suffix
OR
	IF ORGANIZATION
	Organization Name
ADDRESS OF GOVERNING PERSON
Street or Mailing Address			City	State	Country	Zip Code

Article 4 — Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

The converted entity is being formed pursuant to the plan of conversion.

On behalf of the converting entity:

Straus-Frank Enterprises Limited

2635 E. Millbrook Rd., Raleigh, NC 27604

a Texas limited partnership formed 12-28-98.

Form 205

4

Organizer

The name and address of the organizer:

John W. Gardner

Name
2635 E. Millbrook Rd	Raleigh	NC	27604
Street or Mailing Address	City	State	Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A.    ☐ This document becomes effective when the document is filed by the secretary of state.

B.    ☒ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: January 1, 2007 at 12:01 a.m.                    

C.     ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                          

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: December 13, 2006    

/s/ JOHN W. GARDNER

Signature of organizer

JOHN W. GARDNER

Form 205

5

Form 403 (Revised 01/06)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $15   [Seal]   Certificate of Correction This space reserved for office use.   FILED In the Office of the Secretary of State of Texas FEB 06 2007   Corporations Section

Entity Information

The name of the filing entity is:

Straus-Frank Enterprises LLC

State the name of the entity as currently shown in the records of the secretary of state. If the certificate of correction corrects the name of the entity, state the present name and not the name as it will be corrected.

The file number issued to the filing entity by the secretary of state is: 0800750049                        

Filing Instrument to be Corrected

The filing instrument to be corrected is :    Certificate of Conversion

The date the filing instrument was filed with the secretary of state: Dec. 21, 2006                

                                                                                                                     mm/dd/yyyy

Identification of Errors and Corrections

(Indicate the errors that have been made by checking the appropriate box or boxes; then provide the corrected text.)

☐ The entity name is inaccurate or erroneously stated. The corrected entity name is:

☐ The registered agent name is inaccurate or erroneously stated. The corrected registered agent name is:

Corrected Registered Agent

(Complete either A or B, but not both.)

A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

B. The registered agent is an individual resident of the state whose name is:

First Middle Last Name Suffix

Form 403

6

☒ The registered office address is inaccurate or erroneously stated. The corrected registered office address is:

Corrected Registered Office Address

701 Brazos Street, Suite 1050	Austin	TX	78701
Street Address (No P.O. Box)	City	State	Zip Code

☐ The purpose of the entity is inaccurate or erroneously stated. The purpose is corrected to read as follows:

☐ The period of duration of the entity is inaccurate or erroneously stated.

The period of duration is corrected to read as follows:

Identification of Other Errors and Corrections

(Indicate the other errors and corrections that have been made by checking and completing the appropriate box or boxes.)

☐ Other errors and corrections. The following inaccuracies and errors in the filing instrument are corrected as follows:

☐ Add         Each of the following provisions was omitted and should be added to the filing instrument. The identification or reference of each added provision and the full text of the provision is set forth below.

☐ Alter         The following identified provisions of the filing instrument contain inaccuracies or errors to be corrected. The full text of each corrected provision is set forth below:

☐ Delete     Each of the provisions identified below was included in error and should be deleted.

Form 403

7

☐  Defective Execution The filing instrument was defectively or erroneously signed, sealed, acknowledged or verified. Attached is a correctly signed, sealed, acknowledged or verified instrument.

Statement Regarding Correction

The filing instrument identified in this certificate was an inaccurate record of the event or transaction evidenced in the instrument, contained an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged or verified. This certificate of correction is submitted for the purpose of correcting the filing instrument.

Effectiveness of Filing

After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed except as to persons adversely affected. As to persons adversely affected by the correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed by the secretary of state.

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 1/4/06                     

/s/ James S. Felman

James S. Felman, Asst. Sec.

Signature and title of authorized person (see instructions)

Form 403

8

	Office of the Secretary of State	Filed in the Office of the
	Corporations Section	Secretary of State of Texas
[Seal]	P.O. Box 13697	Filing #: 800750049 10/30/2009
	Austin, Texas 78711-3697	Document #: 281719918971
	(Form 408)	Image Generated Electronically

STATEMENT OF CHANGE OF

ADDRESS OF REGISTERED AGENT

1. The name of the entity represented is

Straus-Frank Enterprises LLC

The entity’s filing number is    800750049

2. The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

701 Brazos, Suite 1050, Austin, TX 78701

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

211 E. 7th Street, Suite 620, Austin, TX 78701

4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date:    10/30/2009

Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company

Name of Registered Agent

/s/ John H. Pelletier

John H. Pelletier Asst. VP

Signature of Registered Agent

FILING OFFICE COPY

9

	Office of the Secretary of State	Filed in the Office of the
	Corporations Section	Secretary of State of Texas
[Seal]	P.O. Box 13697	Filing #: 800750049 5/27/2010
	Austin, Texas 78711-3697	Document #: 309668290004
	(Form 503)	Image Generated Electronically
		for Web Filing

ASSUMED NAME CERTIFICATE

FOR FILING WITH THE SECRETARY OF STATE

1.    The assumed name under which the business or professional service is or is to be conducted or rendered is:

CARQUEST AUTO PARTS

2.    The name of the entity as stated in its certificate of formation, application for registration, or comparable document is:

Straus-Frank Enterprises LLC

3.    The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is TEXAS and the address of its registered or similar office in that jurisdiction is: 211 E. 7th Street, Suite 620, Austin, TX, USA 78701-3218

4.    The period, not to exceed 10 years, during which the assumed name will be used is:

05/27/2020

5.    The entity is a: Domestic Limited Liability Company (LLC)

6.    The entity’s principal office address in Texas is:

1964 South Alamo, San Antonio, TX, USA 78204

7.    The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

8.    The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are:

ALL COUNTIES

9.    The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

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Straus-Frank Enterprises LLC

Name of the entity

By /s/ J. Hines Johnson III, Manager

Signature of officer, general partner, manager,

representative or attorney-in-fact of the entity

FILING OFFICE COPY

11

Form 503 (Revised 09/13)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $25 [Seal]   Assumed Name Certificate This space reserved for office use.   FILED In the Office of the Secretary of State of Texas   JUL 14 2014   Corporations Section

Assumed Name

1.    The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Advance Auto Parts                

Entity Information

2.    The legal name of the entity filing the assumed name is:

Straus-Frank Enterprises LLC

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

☐	For-profit Corporation	☒	Limited Liability Company
☐	Nonprofit Corporation	☐	Limited Partnership
☐	Professional Corporation	☐	Limited Liability Partnership
☐	Professional Association	☐	Cooperative Association
☐	Other

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is:                                                                                                      

5. The state, country, or other jurisdiction of formation of the entity is: Texas                                                                                              

6. The entity’s principal office address is:

5008 Airport Road
Street or Mailing Address
Roanoke	VA	USA	24012
City	State	Country	Postal or Zip Code

Period of Duration

☒ 7a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

☐ 7b. The period during which the assumed name will be used is          years from the date of filling with the secretary of state (not to exceed 10 years).

OR

☐ 7c. The assumed names will be used until                                (not to exceed 10 years).

mm/dd/yyyy

Form 503 12

County or Counties in which Assumed Name Used

8. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

☒ All counties

☐ All counties with the exception of the following counties:

☐ Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: July 10, 2014

/s/ Rachel E. Geiersbach

Rachel E. Geiersbach Asst. Secretary

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions)

Form 503

13

Form 401

	[Seal]
Secretary of State		Filed in the Office of the
P.O. Box 13697		Secretary of State of Texas
Austin, TX 78711-3697		Filing #: 800750049 07/10/2015
FAX: 512/463-5709	Statement of Change of	Document #: 614811140007
	Registered Office/Agent	Image Generated Electronically
Filing Fee: See Instructions		for Web Filing

Entity Information

The name of the entity is:

Straus-Frank Enterprises LLC

The file number issued to the entity by the secretary of state is: 800750049

The registered agent and registered office of the entity as currently shown on the records of the secretary of state are:

Corporation Service Company dba CSC - Lawyers Incorporating Service Company 211 E. 7th Street, Suite 620, Austin, TX, USA 78701-3218

Change to Registered Agent/Registered Office

The following changes are made to the registered agent and/or office information of the named entity:

Registered Agent Change

☒ A. The new registered agent is an organization by the name of:

National Registered Agents, Inc.

OR

☐ B. The new registered agent is an individual resident of the state whose name is:

Registered Office Change

☒ C. The business address of the registered agent and the registered office address is changed to:

1999 Bryan St. Suite 900, Dallas, TX, USA 75201-3136

The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.

Consent of Registered Agent

☐ A. copy of the consent of registered agent is attached.

☒ B. The consent of the registered agent is maintained by the entity.

Statement of Approval

The change specified in this statement has been authorized by the entity in the manner required by the BOC or in the manner required by the law governing the filing entity, as applicable.

Effectiveness of Filing

☒ A. This document becomes effective when the document is filed by the secretary of state.

☐ B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: July 10, 2015 /s/ Todd Svoboda                                                 

                                                             Signature of authorized person(s)

FILING OFFICE COPY

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		Filed in the Office of the
	Office of the Secretary of State	Secretary of State of Texas
	Corporations Section	Filing #: 800750049 10/13/2017
[Seal]	P.O. Box 13697	Document #: 766417730002
	Austin, Texas 78711-3697	Image Generated Electronically
	(Form 503)	for Web Filing

ASSUMED NAME CERTIFICATE

FOR FILING WITH THE SECRETARY OF STATE

1.    The assumed name under which the business or professional service is or is to be conducted or rendered is:

Worldquest

2.    The name of the entity as stated in its certificate of formation, application for registration, or comparable document is:

Straus-Frank Enterprises LLC

3.    The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is TEXAS and the address of its registered or similar office in that jurisdiction is: 1999 Bryan St. Suite 900, Dallas, TX, USA 75201-3136

4.    The period, not to exceed 10 years, during which the assumed name will be used is:

10/13/2027

5.    The entity is a: Domestic Limited Liability Company (LLC)

6.    The entity’s principal office address is:

5008 Airport Road, Roanoke, VA, USA 24012

7.    The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

8.    The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are:

ALL COUNTIES

9.    The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

15

Straus-Frank Enterprises LLC

Name of the entity

By: /s/ Rachel E. Geiersbach

Signature of officer, general partner, manager,

representative or attorney-in-fact of the entity

FILING OFFICE COPY

16

EX-3.44

Exhibit 3.44

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

STRAUS-FRANK ENTERPRISES LLC

A TEXAS LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of STRAUS-FRANK ENTERPRISES LLC, a Texas limited liability company (the “Company”), is entered into and shall be effective as of the 1^st day of January, 2008, by and among the Company and GULF STATES SUPPLY LLC, as its sole Member (herein “Member”) and all other persons who hereafter become a member or manager of the Company, all in accordance with and pursuant to the Texas Limited Liability Company Law, as amended (the “Act”).

RECITALS

The Member caused the Company to be organized by the conversion of STRAUS-FRANK ENTERPRISES LIMTED, a Texas limited partnership, on January 1, 2007, by filing duly executed a Certificate of Conversion with the Texas Secretary of State. It is the intention of the Members that the Company be disregarded for federal, state and foreign tax purposes for so long as the Company has only one member; provided however, the separate identity of the Company from that of the Member shall be respected for all other purposes.

NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

GENERAL PROVISIONS

1.1    Purpose. The Company’s business and purpose shall consist solely to engage in any lawful activities permitted to limited liability companies by the applicable laws and statutes for such entities of the State of Texas.

1.2    Members. The Members are all of the members of the Company and hereby ratify all actions heretofore taken by the Organizer in organizing the Company.

1.3    Place of Business. The principal place of business of the Company shall be located in Texas. The Member may change the principal place of business of the Company to any other place and establish or close other offices and places of business.

1.4    Duration. The existence of the Company commenced on December 28, 1998 and shall continue until the Company is dissolved and its affairs are wound up in accordance with Article VI below.

1.5    Title to Property. The Company shall hold all property (real, personal, tangible, and intangible) owned from time to time by the Company as a result of capital contributions (as contemplated in Section 3.1 below), operations or otherwise, in the name of the Company and not in the name of any Member. Insofar as permitted by applicable law, no member or manager shall have any ownership interest in any Company property in its individual name or right and, each membership or other ownership interest in the Company shall be personal property for all purposes.

1.6    Limited Liability. The Member shall not be bound by, or be personally liable for, the debts, obligations or liabilities of the Company, except as, and to the extent that, the Member expressly agrees otherwise in writing. In furtherance of the foregoing, in no event shall the Member be liable with respect to, or be required to contribute capital to restore, a negative or deficit balance in the Member’s capital account, if any, upon the dissolution or liquidation of either the Company or the Member’s membership interest in the Company, or at any other time, except to the extent the Member expressly agrees thereto in writing to the Company.

ARTICLE II

MANAGEMENT

2.1    Management. The business of the Company shall be managed by managers (within the meaning of the Act). O. TEMPLE SLOAN III, JOHN W. GARDNER, J. HINES JOHNSON III, J. MICHAEL RIESS II and DAVID L. McCARTNEY shall be the managers and shall be vested with the exclusive control of the management of the business and affairs of the Company. At any time, the Managers may be removed or new Managers elected by the vote of the Member. All power and authority of the Company shall be exercised by, or under the direction and control of, the managers in a manner consistent with this Agreement including specifically the provisions of Section 2.2, and the Act.

The Managers shall have the right to designate and elect officers for the Company. The Managers may, from time to time, change the designation of officers and appoint additional individuals as officers of the Company. Unless the Managers decide otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the Texas Business Corporation Act, such officer shall have the duties and authority customarily associated with that office. The Managers may remove any officer at any time, with or without cause. Until changed by the Managers as set forth above, the officers shall be as follows:

J. Michael Riess	SVP & President - Store Group
John W. Gardner	SVP - Finance, Corporate Development & Treasurer
Robert A. Wicker	SVP, General Counsel & Secretary
Richard B. Guirlinger	VP - Strategic Planning & Analysis
James S. Felman	VP - Tax and Assistant Secretary

2.2    Limitations. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, and the Members and managers of the Company shall have no authority to, without the unanimous consent of its Member(s), do any of the following:

(a)    do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

2

(b)    dissolve or liquidate, in whole or in part;

(c)    consolidate or merge with or into any other entity;

(d)    institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution or bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of property of the Company, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take company action in furtherance of any such action; or

(e)    amend the Articles of Organization or the Operating Agreement of the Company.

2.3    Exculpation and Indemnification. The Members and managers shall, to the fullest extent permitted under the Act or other applicable law, be exculpated from and indemnified by the Company against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, expense of any kind or nature whatsoever (including all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against the Members, the managers or the Company and all costs of investigation in connection therewith) that in any way relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Company, the Members or the managers acting on behalf of the Company. Expenses incurred by the Members or managers in defense or settlement of any claim that may be subject to a right of indemnification hereunder may be advanced by the Company prior to the final disposition thereof; provided however, prior to such advancement the Members or managers shall agree in writing to repay such advancement to the extent that it shall be determined ultimately that such Members or managers are not entitled to be indemnified hereunder. The satisfaction of the obligations of the Company under this Section 2.3 shall be from, and limited to, the assets of the Company; the Members and the managers shall not have any liability on account thereof. The right to indemnification and payment of expenses conferred in this Section 2.3 shall not be exclusive of any other right which the Member or manager may have or hereafter acquire under law or equity, provision of this Agreement, or otherwise.

2.4    Other Business Ventures. The Members and managers may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such other ventures or income or profits therefrom by virtue of this Agreement or the Member’s status as a member of the Company, or the manager’s status as a manager of the Company.

ARTICLE III

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

3.1    Capital Contributions. On the effective date of this Agreement, the Members contributed by operation of law through filing the Certificate of Conversion all assets owned by STRAUS-FRANK ENTERPRISES LIMITED as the Member’s capital

3

contribution to the Company. The Members shall make such additional contributions to the capital of the Company, and on such terms and conditions, as the Members may from time to time determine in the Member’s sole discretion. The Members shall have no duty or obligation to make any other contributions to the capital of the Company for any purpose. All capital contributions by the Members shall be recorded on the books and records of the Company. Property owned by the Members shall in no event be deemed owned by the Company unless there is a writing affirmatively evidencing the Member’s intent to transfer title to such property to the Company.

3.2    Allocations. One hundred percent (100%) of the Company’s profits and losses shall be allocated to the Members as follows:

GULF STATES SUPPLY LLC     100%

3.3    Distributions. The Company shall make such distributions of money and other property to the Members at such times and in such amounts as determined from time to time by the managers; provided, however, that no distribution shall be made in violation of the Act. The Members shall not be required to return all or part of any distributions made to the Member by the Company.

ARTICLE IV

SEPARATENESS PROVISIONS

4.1    Separate Entity: Except for federal, state, local and foreign income tax purposes, the Company for all other purpose will constitute an entity separate and apart from its Members and other persons or entities.

ARTICLE V

TRANSFERS AND ISSUANCES OF MEMBERSHIP INTERESTS;

ADMISSION OF NEW MEMBERS

5.1    Transfer of Membership Interest. The Members may assign, transfer and otherwise convey (collectively, “convey”) all or part of the Member’s membership interest in the Company only by (a) executing a written instrument of assignment, duly describing the membership interest in the Company being conveyed to the transferee and the rights and obligations that the transferee shall have in respect of such interest (including whether the transferee is to be admitted as a member of the Company), and (b) complying with the provisions of Section 5.3. Any attempted or purported conveyance of all or part of a membership interest in the Company that does not comply with the preceding sentence shall be null and void and not recognized by the Company.

5.2    Admission of Additional Members. The Company, with the Member’s written consent, may issue membership interests to other persons and admit such persons as members of the Company. Any attempted or purported admission of a member that does not comply with the preceding sentence shall be null and void and not recognized by the Company. The issuance of membership interests to a new member shall become effective upon compliance with the provisions of Section 5.3.

5.3     Amended and Restated Limited Liability Company Operating Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under section 301.7701-3(b)(l)(ii) of the Treasury Regulations. Accordingly, any action described in Section 5.1 or 5.2 (relating to the

4

admission of new members to the Company) that would cause the Company to have more than one member shall be made in conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated limited liability company operating agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).

ARTICLE VI

DISSOLUTION

6.1 Member Status. The bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Member shall not cause the termination or dissolution of the Company and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Member shall have all the rights of such Member for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Member. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Company Interest shall be subject to all of the restrictions, hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Member. To the extent permitted by applicable law.

6.2    Dissolution of the Company. The Company shall not be dissolved except upon the written consent of the Member.

ARTICLE VII

MISCELLANEOUS

7.1    Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Texas (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

7.2    Amendments. This Agreement may be modified, altered, supplemented or amended only by the written consent of the Member.

7.3    Construction. Unless otherwise indicated, “Sections” mean and refer to the numbered Sections of this Agreement. Words such as “herein,” “hereby,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context requires otherwise. All headings and captions used in this Agreement arc for convenience of reference only and are not intended to define or limit the scope or intent of this Agreement.

7.4    Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

7.5    Sole Benefit of Member. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such

5

creditor shall be a third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

7.6    Seal. The Company shall not have a seal, and no agreement, instrument or other document executed on behalf of the Company that would otherwise be valid and binding on the Company shall be invalid or not binding on the Company solely because no seal of the Company is affixed thereto.

7.7    Gender. As used in this Operating Agreement the masculine, feminine and neuter gender, and the singular and plural numbers, wherever the context requires or permits, shall each be deemed to include the other genders or numbers respectively.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the date first written above.

COMPANY:	MEMBER:
STRAUS-FRANK ENTERPRISES LLC,	GULF STATES SUPPLY LLC,
a Texas Limited Liability Company	a Delaware Limited Liability Company
/s/ John W. Gardner	/s/ J. Hines Johnson III
Name: John W. Gardner	Name: J. Hines Johnson III
Title: Manager	Title: Manager
MANAGERS:
/s/ O. Temple Sloan III
Name: O. Temple Sloan III
/s/ John W. Gardner
Name: John W. Gardner
/s/ : J. Hines Johnson III
Name: : J. Hines Johnson III
/s/ J. Michael Riess II
Name: J. Michael Riess II
/s/ David L. McCartney
Name: David L. McCartney

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EX-3.45

Exhibit 3.45

22229-41 — 720054127

FILED Feb. 23, 1990

12 Noon, Michael Harkins

SECRETARY OF STATE

CERTIFICATE OF INCORPORATION

OF

WESTERN AUTO OF PUERTO RICO, INC.

* * * * *

1.    The name of the corporation is

WESTERN AUTO OF PUERTO RICO, INC.

2.    The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company

3.    The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.    The total number of shares of stock which the corporation shall have authority to issue is one hundred thousand (100,000) and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5.    The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
E.A. Jensen	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
M.A. Brzoska	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
L. J. Vitalo	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801

6.    The corporation is to have perpetual existence.

7.    In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have any may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the

corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

To provide for the indemnification of directors, officers, management, employees and agents of the Corporation, and of persons who serve other enterprises in such or similar capacities at the request of the Corporation, to the full extent permitted by the General Corporation Law of Delaware or any other applicable laws, as may from time to time be in effect.

8.    Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9.    Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

10.    Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware

Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

11.    The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

12.    A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

13.    WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 21^st day of February, 1990.

/s/ E. A. Jesnen

            E. A. Jensen

/s/ M. A. Brzoska

            M. A. Brzoska

/s/ L.J. Vitalo

            L. J. Vitalo

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 01/27/2006

FILED 08:00 AM 01/27/2006

SRV 060080709 — 2222941 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “Corporation”) is Western Auto of Puerto Rico, Inc.

2.    The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

3.    The registered agent of the Corporation with the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 19, 2006

/s/ Eric M. Margolin

Eric M. Margolin – Vice President

EX-3.46

Exhibit 3.46

AMENDED AND RESTATED

BY LAWS

OF

WESTERN AUTO OF PUERTO RICO, INC.

ARTICLE I

OFFICES

Section 1.    The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.    The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.    All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    Annual meetings of stockholders, commencing with the year 1991, shall be held on the first Thursday of February if not a legal holiday, and if legal holiday, then on the next secular day following, at 9:00 A. M., or at such other date and time as shall be designated

from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.    Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.    The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.    Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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Section 6.    Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.    Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.    The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of tire stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.    When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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Section 10.    Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.    Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.    The Board of Directors shall consist of one or more members, the number of members thereof to be determined from time to time by resolution of the Board of Directors or by resolution of the stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

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Section 2.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the stockholders, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.    The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.    The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.    The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the

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stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.    Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7.    Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.    At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.    Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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Section 10.    Unless otherwise restricted by the certificate of incorporation or those by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting,

COMMITTEES OF DIRECTORS

Section 11.    The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a

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committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.    Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.    Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS

Section 14.    Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled, to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.    Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.    Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE V

OFFICERS

Section 1.    The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.    The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3.    The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.    The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.    The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.    The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

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Section 7.    He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8.    In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.    The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

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Section 10.    The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.    The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.    He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13.    If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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Section 14.    The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1.    The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2.    Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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LOST CERTIFICATES

Section 3.    The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.    Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

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FIXING RECORD DATE

Section 5.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting to stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.    The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.    Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

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Section 2.    Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.    The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.    All checks or demands for money and notes of the corporation, shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.    The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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ARTICLE VIII

INDEMNIFICATION

Section 1.    Indemnification Of Directors And Officers. The corporation shall, to the fullest extent to which it is empowered to do so by the General Corporation law of Delaware or any other applicable laws, as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Section 2.    Advancement of Expenses. Expenses incurred by an officer or director of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified as authorized by the General Corporation Law of Delaware.

Section 3.    Contract With The Corporation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each person who serves as such officer or director in any such capacity at any time while this Article and the relevant provisions of the

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General Corporation Law of Delaware or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of this Article VIII shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

Section 4.    Indemnification Of Employees And Agents. Persons who are not covered by the foregoing provisions of this Article VIII and who are or were employees or agents of the corporation, or are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 5.    Other Rights Of Indemnification. The indemnification and the advancement of expenses provided or permitted by this Article VIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

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ARTICLE IX

AMENDMENTS

Section 1.    These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

THIS IS TO CERTIFY:

That I am a duly-elected, qualified and acting Secretary of Western Auto of Puerto Rico, Inc., a Delaware corporation (the “Corporation”); that the foregoing amended and restated Bylaws were adopted as the Bylaws of the Corporation pursuant to the Written Consent of Sole Stockholder of the Corporation dated as of January 16, 2002; said Bylaws are in full force and effect and have not been modified, rescinded or repealed as of this date.

Executed this 16^th day of January, 2002

/s/ Eric M. Margolin

Eric M. Margolin, Secretary

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EX-3.47

Exhibit 3.47

      STATE OF DELAWARE      

      SECRETARY OF STATE      

 DIVISION OF CORPORATIONS    

      FILED 12:00 PM 08/27/1990      

        730239017 – 2239675        

CERTIFICATE OF INCORPORATION

OF

WESTERN AUTO OF ST. THOMAS, INC.

*   *   *   *   *

1.    The name of the corporation is

WESTERN AUTO OF ST. THOMAS, INC.

2.    The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.    The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Genera Corporation Law of Delaware.

4.    The total number of shares of stock which the corporation shall have authority to issue is one hundred thousand (100,000) and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5.    The name and mailing Address of each incorporator is as follows:

NAME	MAILING ADDRESS
V. A. Brookens	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
J. L. Austin	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
M. C. Kinnamon	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801

6.    The corporation is to have perpetual existence.

7.    In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member

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of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

To provide for the indemnification of directors, officers, management, employees and agents of the Corporation, and of persons who serve other enterprises in such or similar capacities at the request of the Corporation, to the full extent permitted by the General Corporation Law of Delaware or any other applicable laws, as may from time to time be in effect.

8.    Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

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9.    Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

10.    Wherever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

11.    The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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12.    A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good fait or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 3rd day of August, 1990.

    /s/ V. A. Brookens

    V. A. Brookens

    /s/ J. L. Austin

    J. L. Austin

    /s/ M. C. Kinnamon

    M. C. Kinnamon

5

            State of Delaware                

            Secretary of State                

        Division of Corporations          

        Delivered 08:00 AM 01/27/2006    

        FILED 08:00 AM 01/27/2006      

        SRV 060080714 - 2239675 FILE    

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “Corporation”) is Western Auto of St. Thomas, Inc.

2.    The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

3.    The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors

Signed on January 19, 2006

/s/ Eric M. Margolin

Eric M. Margolin-Vice President

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED

BY LAWS

OF

WESTERN AUTO OF ST. THOMAS, INC.

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice of the meeting. Meetings of stockholders for any other purpose may beheld at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1991, shall be held on the first Thursday of February if not a legal holiday, and if a legal, holiday, then on the next secular day following, at 9:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more (than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to for purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of tire taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The Board of Directors shall consist of one or more members, the number of members thereof to be determined from time to time by resolution of the Board of Directors or by resolution of the stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the stockholders, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in

office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Sections 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of

stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record, date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which, it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Indemnification Of Directors And Officers. The corporation shall, to the fullest extent to which it is empowered to do so by the General Corporation law of Delaware or any other applicable laws, as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person, in connection with, such action, suit or proceeding.

Section 2. Advancement of Expenses. Expenses incurred by an officer or director of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final

disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such, amount if it shall be ultimately determined that he or she is not entitled to be indemnified as authorized by the General Corporation Law of Delaware.

Section 3. Contract With The Corporation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each person who serves as such officer or director in any such capacity at any time while this Article and the relevant provisions of the General Corporation Law of Delaware or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of this Article VIII shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

Section 4. Indemnification Of Employees And Agents. Persons who are not covered by the foregoing provisions of this Article VIII and who are or were employees or agents of the corporation, or are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 5. Other Rights Of Indemnification. The indemnification and the advancement of expenses provided or permitted by this Article VIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE IX

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by tire certificate of incorporation at any regular meeting of the stockholders or of the board of directors or any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

THIS IS TO CERTIFY:

That I am a duly-elected, qualified and acting Secretary of Western Auto of St. Thomas, Inc., a Delaware corporation (the “Corporation”); that the foregoing amended and restated Bylaws were adopted as the Bylaws of the Corporation pursuant to the Written Consent of Sole Stockholder of the Corporation dated as of January 16^th, 2002; said Bylaws are in full force and effect and have not been modified, rescinded or repealed as of this date.

Executed this 16^th day of January, 2002

/s/ Eric M. Margolin

Eric M. Margolin, Secretary

EX-3.49

Exhibit 3.49

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is                                                                                                                                        

WORLDPAC Puerto Rico, LLC                                                                                                                                                                      

Second: The address of its registered office in the State of Delaware is                          2711 Centerville Road in the city of Wilmington Zipcode 19808. The name of its Registered agent at such address is Corporation Service Company.

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 14 day of December, 2009.

By:	/s/ James S. Felman
Name:	James S. Felman
Title:	Authorized Person(s)

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of Delaware, hereby certified and follows:

1. The name of the limited liability company is WORLDPAC PUERTO RICO, LLC.

2. The Registered Office of the corporation in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover, County of Kent, Zip Code 19904. The name of the Registered Agent at such address upon whom process against this Corporation may be served is National Registered Agents, Inc.

By:	/s/ Todd Svoboda
Name:	Todd Svoboda
Title:	Authorized Person

EX-3.50

Exhibit 3.50

LIMITED LIABILITY COMPANY AGREEMENT

OF

WORLDPAC PUERTO RICO, LLC

TABLE OF CONTENTS

			Page
1.     Formation				1
2.	Purpose			1
3.	Powers of the Company			1
4.	Member			3
5.	Powers of Member			3
6.	Management			3
	6.1	Management of the Company		3
	6.2	Reliance by Third Parties		5
	6.3	Records and Information		5
7.	Term; Dissolution			5
8.	Additional Contributions; Member Loans			6
9.	Liability of Member			6
10.	Tax Status			6
11.	Distributions			7
12.	Assignments			7
13.	Resignation			8
14.	Admission of Additional Members			8
15.	Exculpation and Indemnification			8
	15.1	Exculpation		8
	15.2	Duties and Liabilities of Covered Persons		9
	15.3	Indemnification		9
	15.4	Expenses		9
	15.5	Indemnity Contracts		9
	15.6	Insurance		9
16	Outside Business			10
17	Amendment			10
18	Governing Law			10
19	Termination of Agreement			10
20	Effective Date			10
21	Miscellaneous			10

LIMITED LIABILITY COMPANY AGREEMENT

OF

WORLDPAC PUERTO RICO, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) by the undersigned sole member (the “Member”) of WORLDPAC PUERTO RICO, LLC, a Delaware limited liability company (the “Company”), is effective as of the date of formation of the Company.

The Member is executing this Agreement for the purpose of forming a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (Del. Code Ann. tit. 6, § 18-101 et seq.), as amended from time to time (the “Delaware LLC Act”), and hereby agrees as follows:

1. Formation.

(i)    The Company was formed on December 14, 2009 by James S. Felman (the “Organizer”), acting in the capacity of “authorized person” under Section 18-201 of the Delaware LLC Act, executing the initial certificate of formation of the Company with the Secretary of State of the State of Delaware and made effective as of that date. The Member hereby acknowledges its authorization and approval of the Organizer taking, and otherwise ratifies, that action to form the Company under the Act.

(ii)    Each of the Manager and James S. Felman are hereby designated as an authorized person, within the meaning of the Delaware LLC Act, to execute, deliver and file any amendments and/or restatements to the certificate of formation of the Company and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

2. Purpose.

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in the sale and distribution of aftermarket automotive parts, accessories and supplies and in any lawful act or activity for which limited liability companies may be formed under the Delaware LLC Act and to engage in any and all activities necessary or incidental to the foregoing.

3. Powers of the Company.

(i)    The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

(a)    to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware LLC Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

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(b)    to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c)    to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d)    to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise .use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e)    to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f)    to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g)    to appoint employees and agents of the Company, define their duties and fix their compensation;

(h)    to indemnify any person or entity and to obtain any and all types of insurance;

(i)    to cease its activities and cancel its insurance;

(j)    to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(k)    to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l)    to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

(m)    to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

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(ii)    The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware LLC Act) upon the approval of the Member, in its sole discretion.

(iii)    All real and personal property of the Company shall be owned by the Company as an entity. The Member shall not have any interest in any specific property of the Company. The interest of the Member in the Company is personal property.

4. Member.

The following information with respect to the Member is to be provided on Schedule 1 and will be accurate as of the date thereof:

(i)    the name and address of the Member; and

(ii)    the capital contribution of the Member to the Company.

The Manager or the Member may, but shall not be required to, update the information on Schedule 1 from time to time to reflect any changes in such information.

5. Powers of Member.

(i)    The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement.

(ii)    Except as otherwise specifically provided by this Agreement, only the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company, and the Member, as a Member, shall not have the power to act for and on behalf of or to bind the Company.

6. Management.

6.1 Management of the Company.

(i)    WORLDPAC, INC. shall be the manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii)    Except to the extent otherwise provided in this Agreement, the Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein and shall have all powers and authority necessary or desirable in connection with the foregoing including, without limitation, .the power and authority to execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company. The Manager may delegate to other persons or entities so much of the Manager’s responsibilities hereunder that the Manager determines to be necessary, appropriate or convenient for the efficient administration and management of the Company’s business and affairs. The

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Manager, however, must retain the power to direct and control any person or entity to whom the Manager delegates any of the Manager’s responsibilities. The Manager shall be a “manager” (within the meaning of the Delaware LLC Act) of the Company.

(iii)    The Manager may be removed with or without cause by the Member. The Manager shall serve until removed and the Manager’s successor is designated by the Member or until the Manager’s earlier death, retirement or incapacity. Upon the death, retirement or incapacity of the Manager, a successor shall be designated by the Member.

(iv)    The Manager may delegate to any officer of the Company, if any, or to any such other person or entity such authority to act on behalf of the Company as the Manager may from time to time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of the officers and agents, if any, of the Company shall be fixed from time to time by the Manager. Except as otherwise provided by the Manager, when the taking of such action has been authorized by the Manager, the Manager or any officer, if any, of the Company, or any other person specifically authorized by the Manager, may execute any contract or other agreement or document on behalf of the Company.

(v)    The Company may have one or more of the following officers as determined by the Manager from time to time: President, Secretary, Treasurer, and such other officers as the Manager may appoint, from time to time. Any officers may be appointed and removed at the will of the Manager. The initial officers and directors of Company are attached hereto on Schedule 2. If any officers are appointed by the Manager, they shall perform such functions as are specified by the Manager provided that if a President, Secretary and/or Treasurer is appointed, each shall perform such functions as are herein provided unless otherwise specified by the Manager:

(a)    The President shall be the chief executive officer of the Company and shall, subject to the supervision, direction and control of the Manager, have the general powers and duties of supervision, direction, management and control of the day-to-day business and affairs of the Company and of the other officers of the Company, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Company, and shall have such other powers and perform such other duties as may be prescribed by the Manager.

(b)    The Secretary shall keep or cause to be kept at the principal place of business of the Company, or such other place as the Manager may direct, a book of minutes of all formal actions of the Manager and the Member. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the number and date of certificates issued in respect of the Member’s interest in the Company, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Manager or the President.

(c)    The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all times be open to inspection by the Member. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Manager. The Treasurer shall disburse the funds of the Company as may be ordered by the Manager, shall render to the President and the Manager, whenever the Manager requests it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Manager or the President.

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(vi)    The Manager may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in his or her sole discretion.

(vii)    Except as provided in Section 6.1(v) or as otherwise expressly delegated by the Manager, no person or entity other than the Manager shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

(viii)    The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager that is not specifically or expressly set forth in this Agreement.

6.2 Reliance by Third Parties.

The Manager or any officer of the Company may certify and authenticate records of the Company to third-parties and any third-party dealing with the Company, or the Manager, the Member or any officer of the Company, may rely upon a certificate signed by the Manager or any officer of the Company as to:

(i)    the identity of the Manager, the Member or any officer of the Company;

(ii)    the existence or non-existence of any fact or facts that constitute a condition precedent to acts by the Manager, the Member or any officer of the Company or are in any other manner germane to the affairs of the Company;

(iii)    the persons who or entities that are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv)    any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Member, the Manager or any officer of the Company.

6.3 Records and Information.

Unless otherwise required by a mandatory provision of law, neither the Company, the Member nor the Manager shall have any obligation to maintain any books or records of the Company; provided that the Manager may keep books and records of the Company and may, from time to time, designate recordkeeping requirements for the Company.

7. Term; Dissolution.

(i)    The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 7.

(ii)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware LLC Act.

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(iii)    Upon the occurrence of any event that terminates the continued membership of the Member in the Company, the Company shall not dissolve but the personal representative (as defined in the Delaware LLC Act) of the Member shall agree in writing to continue the Company and to the admission of the personal representative of the Member or its nominee or its designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the Member in the Company.

(iv)    Upon the dissolution of the Company, the Manager shall wind up the Company’s affairs as provided in the Delaware LLC Act. Upon completion of the winding up of the Company, the Manager shall distribute the property of the Company as follows:

(a)    First, to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the making of reasonable provision for payment thereof); and

(b)    Second, to the Member in cash or property, or partly in cash and partly in property, as determined by the Manager.

(v)    Upon the completion of the winding up and liquidation of the Company, the Manager shall file a certificate of cancellation with the Secretary of State of the State of Delaware canceling the Company’s certificate of formation at which time the Company shall terminate.

8. Additional Contributions; Member Loans.

(i)    The Member may, but is not required to, make additional capital contributions to the Company.

(ii)    The Member may, but is not required to, make loans to the Company. If and to the extent that loans are made by the Member to the Company, any such loans shall be on terms determined by the Member and the Manager to be commercially reasonable. In the absence of any separate determination made by the Member and the Manager, all loans made by the Member to the Company shall be demand and shall bear interest [at the applicable federal rate relating thereto as of the date of any such loan],

(iii)    To the extent that additional funds are made available by the Member to the Company, such funds shall be treated as loans made by the Member to the Company, and not as additional capital contributions made by the Member to the Company, unless specifically designated as additional capital contributions made by the Member to the Company.

9. Liability of Member.

The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Delaware LLC Act.

10. Tax Status.

At all times that the Company has only one member (who owns 100% of the limited liability company interests in the Company), it is the intention of the Member that the Company be disregarded for federal, state, local and foreign income tax purposes and that the Company be treated as a division of the Member.

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11. Distributions.

(i)    Distributions shall be made to the Member at the times and in the amounts as are determined by the Manager, provided that no distribution shall be made in violation of the Delaware LLC Act.

(ii)    Unless otherwise determined by the Member, no distribution will be paid to the Member upon its withdrawal in connection with the voluntary assignment of its entire interest pursuant to Section 12. No distribution shall be made to the Member in the event of the resignation of the Member in connection with the Member being adjudicated incompetent to manage its personal property by a court of competent jurisdiction.

12. Assignments.

(i)    The Member may transfer or assign (including as a pledge or other collateral assignment) in whole or in part its limited liability company interest.

(ii)    In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company (not including a pledge or collateral assignment or any transfer as a result thereof):

(a)    the Member will automatically withdraw;

(b)    the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law; and

(c)    the Company shall be continued without dissolution.

(iii)    In connection with a partial assignment or transfer by the Member of its limited liability company interest, (not including a pledge or collateral assignment or any transfer as a result thereof), unless this Agreement is amended to reflect the fact that the Company will have more than one member or one or more members and one or more economic interest holding assignees, as the case may be, an assignee or transferee shall not be admitted as a member of the Company and shall have no rights to distributions or otherwise with respect to the Company, provided that nothing in this Agreement shall affect the rights of such assignee or transferee as against the Member and, provided further, that the failure to so amend this Agreement shall not invalidate any otherwise valid assignment or transfer made by the Member.

(iv)    Upon any pledge or other collateral assignment by the Member of all or any part of its limited liability company interest, the pledgee or collateral assignee shall have only such rights as are provided for in the controlling pledge or assignment agreement (including any right in connection with the foreclosure of such pledge or collateral assignment of the purchaser of the limited liability company interest to become a member of the Company or an economic interest holding assignee), and may not otherwise exercise any rights of the Member, of a member of the Company or of an assignee or transferee of all or any part of the Member’s limited liability company interest.

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13. Resignation.

The Member may resign from the Company at such time as it shall determine. Neither the filing of a voluntary petition in bankruptcy nor any other event specified in Section 18-304 of the Delaware LLC Act will cause the Member to cease to be a member of the Company.

14. Admission of Additional Members.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member. In connection with the admission of any such additional member of the Company (including an admission in connection with a partial assignment or transfer pursuant to Section 12(iii), but excluding an admission provided for in any pledge or collateral assignment agreement pursuant to Section 12(iv)), this Agreement shall be amended by the Member to make such changes as it shall determine to reflect the fact that the Company shall have more than one member, provided that the failure to so amend this Agreement shall not invalidate any otherwise valid assignment or transfer made by the Member.

15. Exculpation and Indemnification.

15.1 Exculpation.

(i)    For purposes of this Agreement, the term “Covered Persons” means the Manager, the Member, any Affiliate of the Manager or Member and any officers, directors, shareholder, partners or employees of the Manager or Member and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

(ii)    The Member, whether acting as Member, in its capacity as Manager (if applicable), or in any other capacity, shall not be liable to the Company or to any other Covered Person for any loss, damage or claim incurred by reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted by the Member in good faith, and no other Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed (whether or not constituting negligence) or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person (other than the Member, irrespective of the capacity in which it acts) shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(iii)    A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. The foregoing provision shall in no way be deemed to reduce the limitation on liability of the Member provided in Clause (ii) of this Section 15.1.

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15.2 Duties and Liabilities of Covered Persons.

(i)    To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(ii)    All provisions of this Section 15 shall apply to any former member or manager of the Company for all actions or omissions taken while such person was the Member or the Manager, as applicable, of the Company to the same extent as if such person were still the Member or the Manager, as applicable, of the Company.

15.3 Indemnification.

To the fullest extent permitted by applicable law, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by the Member by reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted on behalf of the Company, and any other Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission (whether or not constituting negligence) performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person (other than the Member, irrespective of the capacity in which it acts) shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 15 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

15.4 Expenses.

To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 15.

15.5 Indemnity Contracts.

The Manager and the Company may enter into indemnity contracts with any Covered Person and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 15 and containing such other procedures regarding indemnification as are appropriate.

15.6 Insurance.

The Company may purchase and maintain insurance, to the extent and in such amounts as the Manager shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other

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persons or entities as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person or entity in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.

16. Outside Business.

The Member or any Affiliate thereof may engage in or possess an interest in any business venture of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member or any Affiliate thereof shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

17. Amendment.

This Agreement may be amended or modified only by a written instrument signed by the Member.

18. Governing Law.

This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call for the application of the substantive laws of a jurisdiction other than the State of Delaware.

19. Termination of Agreement.

This Agreement shall terminate and be of no further force or effect upon the filing of a certificate of cancellation cancelling the Company’s certificate of formation pursuant to Section 7(v) of this Agreement; provided, however, that the provisions of Section 15.1, 15.2, 15.3 and 15.4 of this Agreement shall survive termination.

20. Effective Date.

Pursuant to Section 18-201(d) of the Delaware LLC Act, this Agreement shall be effective as of the formation of the Company.

21. Miscellaneous.

Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. All references to “Sections” and “Clauses” shall refer to corresponding provisions of this Agreement. The use of the word “including” or any similar term shall be deemed to mean “including, without limitation.” Any reference in this Agreement to any law, rule or regulation shall be construed as reference to such law, rule or regulation as the same may have been, or may from time to time be, amended, revised or reenacted and any successor thereto. The headings of sections in this Agreement are intended for reference purposes only and shall be given no substantive meaning or any interpretive force.

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IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first aforesaid.

MEMBER:
WORLDPAC, INC.
By:	/s/ Robert B. Cushing
	Name:	Robert B. Cushing
	Title:	President and CEO
MANAGER:
WORLDPAC, INC.
By:	/s/ Robert B. Cushing
	Name:	Robert B. Cushing
	Title:	President and CEO

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The Company hereby executes this Agreement for the purposes of becoming a party hereto and agreeing to perform its obligations and duties hereunder and being entitled to enjoy its rights and benefits hereunder.

WORLDPAC PUERTO RICO, LLC
By, its manager:
WORLDPAC, INC.
By:	/S/ Robert B. Cushing
	Name:	Robert B. Cushing
	Title:	President and CEO

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SCHEDULE 1

Name	Mailing Address	Agreed Value of Capital Contribution
WORLDPAC, INC.	ATTN: James S. Felman P.O. Box 26006 Raleigh, NC 27611	$	100.00

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SCHEDULE 2

OFFICERS-WORLDPAC PUERTO RICO, LLC - 2010

Robert B. Cushing - President & CEO

Steve Hoeven - SVP - Finance/Treasurer

Patrick Healy - SVP Operations

James S. Felman - Tax & Asst Secretary

James Germaim - VP Real Estate

J. Hines Johnson, III - VP & Asst Treasurer

Robert A. Wicker - EVP, General Counsel & Secretary

DIRECTORS-WORLDPAC PUERTO RICO, LLC - 2010

0. Temple Sloan, III

Robert B. Cushing

Thomas F. O’Hare

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EX-3.51

Exhibit 3.51

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

WORLD WIDE PARTS AND ACCESSORIES CORPORATION

Pursuant to the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware” and specifically Section 242 and 245 of the General Corporation Law of the State of Delaware) the Amended and Restated Certificate of Incorporation for the corporation. which Certificate of Incorporation was originally filed on November 3, 1993 under the corporate name Quantum Investment Corporation, is hereby amended and restated in its entirety as follows:

FIRST:    The name of the corporation (hereinafter called the “corporation”) is WORLD WIDE PARTS AND ACCESSORIES CORPORATION.

SECOND:    The address, including street, number, city. and county, of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

THIRD:    The nature of the business and the purposes to be conducted and promoted by the corporation are as follows: To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:    The total number of shares of stock which the corporation shall have authority to issue is One Thousand Five Hundred (1,500) Shares, all of which are without par value. All such shares are of one class and are shares of Common Stock.

FIFTH:    The corporation is to have perpetual existence.

SIXTH:    Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such

compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation as the case may be, and also on this corporation.

SEVENTH:    For the management of the business and for the conduct of the affairs of the corporation. and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof: as the case may be, it is further provided:

1.    The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit. the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2.    After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provision of subsection (d) of 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation provisions for such classification shall be set forth in this certificate of incorporation.

3.    Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

EIGHTH:    The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provision of paragraph (7) of subsection (b) of 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

NINTH:    The corporation shall, to the fullest extent permitted by the provisions of 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

TENTH:    From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.

IN WITNESS THEREOF, the Corporation has caused this certificate to be duly executed as of the 29^th day of October, 2004.

WORLD WIDE PARTS AND ACCESSORIES CORPORATION
By:	/s/ Thomas F. O’Hare
Name:	Thomas F. O’Hare
Title:	Executive Officer

CERTIFICATE OF AMENDMENT

to the

CERTIFICATE OF INCORPORATION

of

WORLD WIDE PARTS AND ACCESSORIES CORPORATION

(A Delaware Corporation)

AND NOW, this 2nd day of October, 2006, World Wide Parts and Accessories Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST:    The amendment to the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate”) set forth in Article SECOND below (the “Amendment”) has been duly adopted by the Corporation in accordance with Section 242 of Delaware General Corporation Law (“DGCL”), having been approved and adopted by (a) the Corporation’s Board of Directors, in accordance with Section 141(f) of the DGCL; and (b) the Corporation’s sole stockholder, in accordance with Section 228 of the DGCL.

SECOND:    Article FIRST of the Corporation’s Amended and Restated Certificate shall be and hereby is deleted in its entirety and amended to read in its entirety as follows:

“FIRST.    The name of the corporation (hereinafter called the “corporation”) is WORLDPAC, Inc.”

THIRD:    Except as specifically set forth herein, the Company’s Amended and Restated Certificate shall remain unchanged and in full force and effect.

[Signature lines appear on the following page.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed as of the day and year first above written.

WORLD WIDE PARTS AND ACCESSORIES CORPORATION
By:	/s/ Richard B. Guirlinger
	Richard B. Guirlinger
	Secretary-Treasurer

[Execution Page – World Wide Parts and Accessories Corporation

Certificate of Amendment to the Certificate of Incorporation]

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is                                                                                                                                                                                                         WORLDPAC, INC.                                                                                                                                                                                                   .

2.    The Registered Office of the corporation in the State of Delaware is changed to         160 Greentree Drive, Suite 101         (street), in the City of Dover                                                  County of         Henrico                                             Zip Code         19904            . The name of the Registered Agent at such address upon whom process against this Corporation may be served is         National Registered Agents, Inc.                                                                                    .

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Todd Svoboda
	Authorized Officer

Name:	Todd Svoboda
	Print or Type

EX-3.52

Exhibit 3.52

AMENDED AND RESTATED

BYLAWS

OF

WORLDWIDE PARTS AND ACCESSORIES CORPORATION

(hereinafter called the “Corporation”)

ARTICLE I. OFFICES

Section 1. Registered Office.

The registered office of the Corporation shall be located at 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent at such address is The Corporation Trust Company.

Section 2. Other Offices.

The Corporation may also have office at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II. MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.

Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting.

The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting, at which meeting the stockholders shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 3. Special Meetings.

Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of stockholders, for any purpose or purposes, may be called by the Chairman of the Board, and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of the special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting, not less than ten nor more than 60 days before the date of such meeting. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.

Section 4. Quorum.

Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice shall be given to each stockholder entitled to vote at the meeting.

Section 5. Voting.

Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share standing in his name on the books of the Corporation. Votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6. Action by Written Consent.

Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 7. List of Stockholders Entitled to Vote.

The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder of the Corporation who is present.

Section 8. Stock Ledger.

The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled (i) to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation and (ii) to vote in person or by proxy at any meeting of stockholders.

ARTICLE III. DIRECTORS

Section 1. Number and Election of Directors.

The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than one director, as determined from time to time by resolution of the Board of Directors. Except as provided in the Certificate of Incorporation, the director or directors, as the case may be, shall be elected by a plurality of the votes cast at an annual meetings of stockholders. A director shall hold office until the next annual meeting and until his successor is duly elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified or until their earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute. Any director may be removed either for or without cause at any special meeting of the stockholders duly called and held for such purpose.

Section 3. Duties and Powers.

The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4. Place of Meetings.

The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Annual Meetings.

The first meeting of each newly elected Board of Directors shall be held at the place of, and immediately following, the annual meeting of the stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors.

Section 7. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board, or on written request of a majority of the directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail or by telephone, facsimile transmission or telegram on 24 hours notice, unless the person calling the meeting determines that the facts and circumstances require in the best interests of the Corporation that such notice be shortened. The attendance of a director at any

meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of such meeting, except that notice shall be given of any proposed amendment to these Bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

Section 8. Quorum.

Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Actions of the Board.

Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all the members of the Board of Directors consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 10. Meetings by Means of Conference Telephone.

Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

Section 11. Committees.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by statute or otherwise to be submitted to the stockholders for approval, or adopting, amending or repealing any bylaw of the Corporation. Each committee shall keep regular minutes and report the same to the Board of Directors when required.

Section 12. Compensation.

The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary or other consideration as director. No such payment shall preclude any director from serving the Corporation in any order capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV. NOTICES

Section 1. Notices.

Whenever, under the provisions of the statutes of Delaware or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given personally or by telephone, telegram, facsimile transmission or other electronic means.

Section 2. Waivers of Notice.

Whenever any notice is required to be given under the provisions of the statutes of Delaware or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V. OFFICERS

Section 1. General.

The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and such other officers or assistant officers and agents as may be deemed necessary and elected or appointed by the Board of Directors, or chosen in such other manner as may be prescribed by these Bylaws, at such time and in such manner and for such terms as the Board of Directors may prescribe. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

Section 2. Election.

The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the affirmative vote of a majority of the Board of Directors.

Section 3. Voting Securities Owned by the Corporation.

Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to the securities owned by the Corporation may be executed in the name and on behalf of the Corporation by the President or the Secretary or any other officer designated by the Board of Directors, who may, in the name of and on behalf of the Corporation, take all such action as he deems advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. President.

The President shall be the Chief Executive Officer of the Corporation and shall have general supervision and control of the business, affairs and properties of the Corporation and its general officers, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the power to appoint and remove all subordinate officers, agents and employees, except those elected or appointed by the Board of Directors, and shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 5. Secretary.

The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceeding thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there he one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 6. Other Officers.

Such other officers as to the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE VI. STOCK

Section 1. Certificates Representing Stock.

The shares of stock of the Corporation shall be represented by certificates, signed by, or in the name of, the Corporation by the President or any Vice President (if there be one) and by the Secretary or any Assistant Secretary (if there be one). Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the

certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 2. Lost Certificates.

The Corporation may issue a new certificate in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfers.

Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

Section 4. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 days nor less than ten days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5. Beneficial Owners.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, regardless of whether it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VII. INDEMNIFICATION

The Corporation may, and it hereby authorized to, indemnify and advance expenses under this Article VII to the fullest extent permitted by applicable law in effect on the date of adoption of these Bylaws and to such greater extent as applicable law may thereafter permit.

Section 1. Authorization to Indemnify in Actions, Suits or Proceedings Other than Those by or in the Right of the Corporation.

Subject to Section 3 of this Article VII, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent , shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Authorization to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.

Subject to Section 3 of this Article VII, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification.

Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Section l or Section 2 of this Article VII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in the defense of any claim, issue or matter therein, he may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined.

For purposes of any determination under Section 3 of this Article VII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties or on the advice of legal counsel for the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of ‘which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standards of conduct set forth in Section l or 2 of this Article VII, as the case may be.

Section 5. Expenses Payable in Advance.

Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VII.

Section 6. Non-exclusivity and Survival of Indemnification.

The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) or any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Section l or 2 of this Article VII but whom the Corporation has the power or obligation to indemnify under the provisions of the Delaware General Corporation Law.

Section 7. Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, regardless of whether the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VII.

Section 8. Meaning of “Corporation” for Purposes of Article VII.

For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 9. Meaning of Additional Terms.

For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in the manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

Section 10. Survival of Indemnification.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII. AMENDMENTS

Section 1. Amendments.

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by action of a majority of directors then in office at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such special meeting.

ARTICLE IX. GENERAL PROVISIONS

Section 1. Dividends.

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meetings, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Reserves.

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. Disbursements.

All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Corporate Seal.

The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced.

Section 6. Disallowed Expenses.

Any payments to an officer of the Corporation such as a salary, commission, bonus, interest, or rent, or entertainment expenses incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a board, to enforce payment of each such amount disallowed.

EX-3.53

Exhibit 3.53

	1553971
	FILED
	In the office of the Secretary of State
	Of the State of California
ARTICLES OF INCORPORATION	FEB 01 1988
	/s/ March Fong Eu
OF	MARCH FONG EU, Secretary of State

WORLDWIDE AUTO PARTS

I

The name of this corporation is:

WORLDWIDE AUTO PARTS

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is:

BYRON LONG

4069 El Cajon Boulevard

San Diego, California

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 30,000.

Dated: January 29, 1988

/s/ Byron A. Long

BYRON A. LONG

Incorporator

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Byron A. Long

BYRON A. LONG

EX-3.54

Exhibit 3.54

AMENDED AND RESTATED

BYLAWS

OF

WORLDWIDE AUTO PARTS

ARTICLE I

Offices

Section 1. Principal Office. The principal office for the transaction of the business of the corporation (“principal executive office”) is fixed and located at 34928 McMurtrey Avenue, Bakersfield, California 93080. The Board of Directors may change the principal office from one location to another and this section may be amended to state the new location.

Section 2. Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. Annual Meeting. The annual meeting of shareholders shall be held each year in April or on a date and at a time designated by the Board of Directors. At each annual meeting, directors shall be elected, and any other proper business may be transacted.

Section 3. Special Meeting. A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action or the Board of Directors may be held.

Section 4. Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of the nominee or nominees whom, at the time of the notice, the board intends to present for election.

If action is proposed to be taken at any meeting for approval of any of the following, pursuant to the California General Corporation Law, the notice shall also state the general nature of that proposal: (a) a contract or transaction in which a director has a direct or indirect financial interest; (b) an amendment of the articles of incorporation; (c) a reorganization of the corporation; (d) a voluntary dissolution of the corporation; and (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares.

Section 5. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting may be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and, if so executed, shall be filed and maintained in the minute book of the corporation.

Section 6. Quorum. Except as otherwise provided by law, the articles of incorporation or these bylaws, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders.

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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Section 7. Adjourned Meeting; Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at the meeting, either in person or by proxy, but in the absence of a quorum no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of the California General Corporation Law relating to voting shares held by a fiduciary, in the name of a corporation, or a joint ownership.

Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any shareholder before the voting begins. Each shareholder entitled to vote at any election of directors shall have the right to cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholders’ shares are entitled, or to distribute such shareholders’ votes on the same principle among as many candidates as the shareholder desires. No shareholder shall be entitled to cumulate votes unless the candidate or candidates.’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. The candidates, up to the number of directors to be elected, receiving the highest number of affirmative votes shall be elected.

In voting on all other matters submitted to a vote of the shareholders, each share shall be entitled to one vote, unless provided otherwise in the articles of incorporation. Any holder of shares entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares such shareholder is entitled to vote.

Section 9. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of these matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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	WORLDWIDE AUTO PARTS BYLAWS

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Furthermore, attendance at a meeting shall not be a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. Shareholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, other than a vacancy created by a removal, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holder, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of any of the following, pursuant to the California General Corporation Law, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval: (i) contracts or transactions in which a director has a direct or indirect financial interest; (ii) indemnification of agents of the corporation; (iii) a reorganization of the corporation; and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares.

Section 11. Record Date for Shareholder Notice, Voting, and Giving Consents. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record at the close of business on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, or by agreement, or in the California General Corporation Law.

If the Board of Directors does not so fix a record date:

(a)    The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

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	WORLDWIDE AUTO PARTS BYLAWS

(b)    The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. Proxies. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy, or (b) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided. however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the California General Corporation Law.

In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a shareholder “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted for the election of a director. Failure to comply with this paragraph shall not invalidate any corporate action taken, but may be the basis for challenging any proxy at a meeting.

Section 13. Inspectors of Election. Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one or three. If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)    Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b)    Receive votes, ballots, or consents;

(c)    Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)    Count and tabulate all votes or consents;

(e)    Determine when the polls shall close;

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	WORLDWIDE AUTO PARTS BYLAWS

(t)    Determine the result; and

(g)    Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

Directors

Section 1. Powers. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a)    Select, and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service;·

(b)    Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings;

(c)    Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates;

(d)    Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received; provided, the Board of Directors shall state by resolution its determination of the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued; and

(e)    Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. Number and Qualification of Directors. The authorized number of directors shall be between three (3) and five (5), the actual number to be set by the Board of Directors, until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw made pursuant to the provisions of article IX, sections 1 and 2 of these bylaws, subject to the provisions of the California General Corporation Code.

Section 3. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting; however, if any annual meeting is not held or the directors are not elected at any annual meeting, they may be elected at any special shareholders; meeting held for that purpose. Each director, including a director elected to fill a vacancy or elected at a special shareholder’s meeting, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

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	WORLDWIDE AUTO PARTS BYLAWS

Section 4. Vacancies. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

Vacancies in the Board of Directors may be filled by approval of the board, or if the number of directors then in office is less than a quorum, by (i) the unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Article II, Sections 4 and 9 of these bylaws, subject to the provisions of the California General Corporation Law, or (iii) a sole remaining director, regardless of the manner in which the vacancy is created, including a vacancy created by removal of a director by the shareholders pursuant to the California General Corporation Law or by court order. Each director elected to fill a vacancy shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

If, after the filling of any vacancy by the directors, the directors who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of shareholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor.

The shareholders may elect a director or directors at any time, to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. Place of Meetings and Meetings by Telephone. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

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Section 6. Annual Meeting. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors and made a part of these bylaws by a notation opposite this section entered by the secretary or by amendment to this section. Such regular meetings may be held without notice.

Section 8. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as an act of the Board of Directors, subject to the provisions of the California General Corporation Law (as to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, before or at its commencement, the lack of notice to that director.

Section 11. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

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Section 13. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

Committees

Section 1. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a)    The approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b)    The filling of vacancies on the Board of Directors or in any committee;

(c)    The fixing of compensation of the directors for serving on the board or on any committee;

(d)    The amendment or repeal of bylaws or the adoption of new bylaws;

(e)    The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repeatable;

(f)    A distribution, except at a rate, or in a periodic amount or within a price range set forth in the articles or determined by the Board of Directors; or

(g)    The appointment of any other committees of the Board of Directors or the members of these committees.

Section 2. Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend

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all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

Officers

Section 1. Officers. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. Election of Officers. The officers of the corporation, except such officers as. may be appointed in accordance with the provisions of Section 3 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Additional Officers. The Board of Directors may appoint, and may authorize the chairman of the board or the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified of the bylaws or determined from time to time by the Board of Directors.

Section 4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6. Chairman of the Board. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and

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the officers of the corporation. The president shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

Section 8. Vice Presidents. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of: and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the bylaws, and the president, or the chairman of the board.

Section 9. Secretary. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

Section 10. Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. The chief .financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

If required by the Board of Directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of this office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer, on the death, resignation, retirement or removal from office of the chief financial officer.

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Section 11. Compensation. Salaries of officers and other shareholders employed by the corporation shall be fixed from time to time by the Board of Directors or established under employment agreements approved by the Board of Directors. No officer shall be prevented from receiving this salary because such officer is also a director of the corporation.

ARTICLE VI

Indemnification of Directors,

Officers, Employees and Other Agents

Section 1. Agents, Proceedings, and Expenses. For the purposes of this article, “agent” means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer. employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; ‘‘proceeding’’ means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorney’s fees and any expenses of establishing a right to indemnification under Section 4 or 5(c) of this article.

Section 2. Actions Other Than by the Corporation. This corporation shall indemnify any person who was or is a party or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. Actions by the Corporation. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation by reason of the fact that such person is or was an agent of this corporation, against any expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action, and any amounts paid by that person in settlement thereof; provided the person to be indemnified acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. However, no indemnification shall be made under this Section 3 for any of the following:

(a)    In respect to any claim, issue or matter as to which that person shall have been adjudged to be liable to this corporation in the performance of that person’s duty to this corporation, unless and only to the extent that the court in which that proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine;

(b)    Of amounts paid in settling or otherwise disposing of a pending action without court approval; or

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(c)    Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Section 4. Successful Defense by Agent. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this article, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Required Approval. Except as provided in Section 4 of this article, any indemnification under this article shall be made by this corporation only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this article, by:

(a)    A majority vote of a quorum consisting of directors who are not parties to the proceedings;

(b)    If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion;

(c)    Approval by the affirmative vote of a majority of the shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of holders of a majority of the outstanding shares entitled to vote. For this purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or

(d)    The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

Section 6. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this article.

Section 7. Directors and Contractual Rights.

(a)    The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent possible under California law.

(b)    Nothing contained in this article shall affect any right to indemnification to which persons other than directors and officers of this corporation or any subsidiary hereof may be entitled by contract or otherwise.

Section 8. Limitations. No indemnification or advance shall be made under this article, except as provided in Sections 4 or 5(c), in any circumstance where it appears:

(a)    That such indemnification would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the place of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

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(b)    That such indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. Insurance. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.

Section 10. Fiduciaries of Corporate Employee Benefit Plan. This article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may Director, vote of shareholders, or other document or arrangement.

ARTICLE VII

Records and Reports

Section 1. Maintenance and Inspection of Share Register. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation (or if the corporation shall have filed a Schedule 14A with the United States Securities and Exchange Commission, then one percent (1%) of such voting shares) may (a) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours on five (5) business days prior written demand on the corporation, or (b) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) business days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection and copying on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section I may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. Maintenance and Inspection of Bylaws. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3. Maintenance and Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of

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Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the record of each subsidiary corporation of the corporation.

Section 4. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5. Annual Report to Shareholders. The annual report to shareholders referred to in the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 6. Financial Statements. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for (i) an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, or (ii) a balance sheet of the corporation as of the end of that period, (iii) or both, then the chief financial officer shall cause such statement or balance sheet to be prepared, if not already prepared, and shall deliver personally or mail such statement or balance sheet within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders an annual report for the last fiscal year, the chief financial officer shall also deliver or mail to the requesting shareholder or shareholders, within thirty (30) days after the request, a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semiannual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The income statements, statements of changes in financial position, and balance sheet referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

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Section 7. Annual Statement of General Information. As and when required by the California General Corporation Law, the corporation shall file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary and chief financial officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process.

ARTICLE VIII

General Corporate Matters

Section 1. Record Date for Purposes Other Than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (subject to the provisions of Article II, Section 11 of these bylaws), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law, or by agreement, or in the articles of incorporation.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. Checks, Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 3. Corporate Contracts and instruments; How Executed. The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. Certificates for Shares. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

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If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate one of the following: (a) a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holder thereof; (b) a summary of such rights, preferences, privileges and restrictions with reference to the provisions of the articles of incorporation and any Certificate of Determination establishing the same; (c) a statement setting forth the office or agency of the corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in (a) above.

There shall also appear on the certificate the statements required by all of the following clauses to the extent applicable: (i) the fact that the shares are subject to restrictions upon transfer; (ii) if the shares are assessable or are not fully paid, a statement that they are assessable or, on partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon; (iii) the fact that the shares are subject to a close corporation voting agreement or an irrevocable proxy or restrictions upon voting rights contractually imposed by the corporation; (iv) the fact that the shares are redeemable; (v) the fact the shares are convertible and the period of conversion; and (vi) the fact that the corporation is a close corporation, following the form of the legend set forth in the California General Corporation Law.

When the articles of incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason, in the discretion of the Board of Directors, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors.

Section 5. Lost Certificates. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft , or destruction of the certificate or the issuance of the replacement certificate.

Section 6. Representation of Shares of Other Corporations. AJI stock of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed by the person authorized so to do by resolution of the Board of Directors or in the absence of such authorization, by the chairman of the board or by the president or by any vice president.

Section 7. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

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“Approved by (or approval of) outstanding shares” shall mean approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Such approval shall include the affirmative vote of a majority of the outstanding shares of each class or series entitled by any provision of the articles or the California General Corporation Law, to vote as a class or series on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion (including all) of the outstanding shares of any class or series if such greater proportion is required by the articles or the California General corporation Law.

“Approved by (or approval of) the shareholders” shall mean approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders or by the affirmative vote or written consent of such greater proportion (including all) of the shares of any class or series as may be provided in the articles or the California General Corporation Law for all or any specified shareholder action.

ARTICLE IX

Amendments

Section 1. Amendment by Shareholders. New bylaws may be adopted or these bylaws may be amended or repealed by approval of the outstanding shares, or their proxies, or by the written assent of these persons; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation; and provided further, that a bylaw or amendment of the articles reducing the number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote.

Section 2. Amendment by Directors. Subject to the right of shareholders under Section 1 of this Article IX, bylaws other than a bylaw fixing or changing the authorized number of directors may be adopted, amended, or repealed by the Board of Directors. However if the articles of incorporation or bylaws adopted by the shareholders provide for an indefinite number of directors within specified limits, the directors may adopt or amend a bylaw fixing the exact number of directors within those limits.

18
	WORLDWIDE AUTO PARTS BYLAWS

EX-5.1

Exhibit 5.1

[White & Case LLP Letterhead]

June 12, 2020

Advance Auto Parts, Inc.

2635 East Millbrook Road

Raleigh, North Carolina 27604

Re: 3.900% Notes due 2030

Ladies and Gentlemen:

We have acted as New York, California and Texas counsel to Advance Auto Parts, Inc., a corporation organized under the laws of Delaware (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Covered Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $500,000,000 aggregate principal amount of its 3.900% Notes due 2030 (the “Exchange Notes”) for an equal principal amount of its outstanding 3.900% Notes due 2030 (the “Original Notes”), pursuant to a registration statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”). The Original Notes were issued and the Exchange Notes are to be issued under the indenture, dated as of April 16, 2020 (the “Indenture”), among the Company, the Covered Guarantors, the subsidiaries of the Company listed on Schedule II hereto (the “Non-Covered Guarantors” and, together with the Covered Guarantors, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on April 17, 2020. The Exchange Notes will be guaranteed by the Guarantors pursuant to the terms of the Indenture (the “Guarantees”).

In connection with the opinion expressed below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of corporate records, agreements, documents, and other instruments, matter of law, proceedings and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Covered Guarantors, including: (i) the certificates of incorporation (or equivalent documents) of the Company and the Covered Guarantors, (ii) the by-laws (or equivalent documents) of the Company and the Covered Guarantors, (iii) the resolutions or written consents, as applicable, of the Company and the Covered Guarantors relating to the filing of the Registration Statement, (iv) the Registration Statement, (v) the Indenture and (vi) the forms of global notes included in the Indenture and have made such inquiries of such officers and representatives as we have deemed necessary as a basis for the opinions set forth in this opinion letter. In rendering such opinion, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents and the accuracy and completeness of all public records examined by us. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of public officials and officers and representatives of the Company and the Covered Guarantors and documents furnished to us by the Company and the Covered Guarantors and representations by the Company and the Covered Guarantors without independent investigation or verification of any kind of their accuracy.

In making our examination of documents executed by parties other than the Company and the Covered Guarantors, we have assumed that such parties had the power, corporate or other, and authority to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, binding and enforceable effect thereof. For purposes of our opinion with respect to the Non-Covered Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the opinions of (i) Williams Mullen with respect to matters of Massachusetts, North Carolina and Virginia law and (ii) Brownstein Hyatt Farber Schreck, LLP with respect to matters of Nevada law.

In rendering the opinion contained herein, we have assumed that: (i) the Registration Statement and any supplements and amendments thereto, will have become effective and will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of the Exchange Notes and Guarantees thereunder); (ii) a prospectus supplement providing supplemental information to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission and will comply with all applicable laws; (iii) the Company will issue and deliver the Exchange Notes in the manner contemplated by the Registration Statement; (iv) the resolutions authorizing the Company to issue, offer and sell the Exchange Notes have been adopted by the Company’s board of directors and will be in full force and effect at all times at which the Exchange Notes are offered or sold by the Company; (v) the resolutions authorizing the Guarantors to issue, offer and sell the Guarantees have been adopted by the Guarantors’ board of directors or board of managers, as applicable, and will be in full force and effect at all times at which the Guarantees are offered or sold by the Guarantors, and (vi) all the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added and will be issued and sold in compliance with applicable federal and state securities laws or applicable laws or regulations or any agreement or other instrument binding upon the Company and the Covered Guarantors.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth in this opinion letter, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Original Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement, (a) the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and (b) the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

The foregoing opinions as to enforceability of obligations of the Company and the Guarantors are subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality); (ii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. Rights to indemnification and contribution may also be limited by federal and state securities laws.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York and, to the extent relevant for our opinions herein, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the California Corporations Code and the Texas Limited Liability Company Law.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder.

The opinions set forth in this letter are effective as of the date hereof only. We assume no responsibility to update this opinion letter for, or to advise you of, any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances, regardless of whether or not they affect the opinions expressed in this opinion letter.

The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter.

Very truly yours,

/s/ White & Case LLP

(Attachments)

AW / CJD / GK / AS

Schedule I

Covered Guarantors

A. Delaware Corporate Guarantors:

Advance Patriot, Inc.

Driverside, Inc.

Lee Holdings NC, Inc.

MotoLogic, Inc.

Western Auto of Puerto Rico, Inc.

Western Auto of St. Thomas, Inc.

WORLDPAC, Inc.

B. Delaware LLC Guarantors:

GPI Technologies, LLC

WORLDPAC Puerto Rico, LLC

C. New York Guarantor:

B.W.P. Distributors, Inc.

D. California Guarantor:

Worldwide Auto Parts, Inc.

E. Texas Guarantor:

Straus-Frank Enterprises LLC

Schedule II

Non-Covered Guarantors

A. Massachusetts Guarantor:

Autopart International, Inc.

B. North Carolina Guarantors:

General Parts International, Inc.

General Parts Distribution, LLC

General Parts, Inc.

C. Nevada Guarantor:

Golden State Supply LLC

D. Virginia Guarantors:

AAP Financial Services, Inc.

Advance Auto Business Support, LLC

Advance Auto Innovations, LLC

Advance e-Service Solutions, Inc.

Advance Stores Company, Incorporated

Advance Trucking Corporation

Crossroads Global Trading Corp.

Discount Auto Parts, LLC

E-Advance, LLC

EX-5.2

Exhibit 5.2

June 12, 2020

Board of Directors

Advance Auto Parts, Inc.

Advance Stores Company, Incorporated

AAP Financial Services, Inc.

Advance e-Service Solutions, Inc.

Advance Trucking Corporation

Autopart International, Inc.

Crossroads Global Trading Corp.

General Parts International, Inc.

General Parts, Inc.

2635 East Millbrook Road

Raleigh, North Carolina 27604

Managers

Advance Auto Business Support, LLC

Discount Auto Parts, LLC

Advance Auto Innovations, LLC

E-Advance, LLC

General Parts Distribution LLC

2635 East Millbrook Road

Raleigh, North Carolina 27604

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as local counsel to the subsidiaries of Advance Auto Parts, Inc., a Delaware corporation (the “Issuer”), listed on Schedule I attached (collectively, the “Subsidiary Guarantors”) in connection with the filing of a Registration Statement on Form S-4, dated as of June 12, 2020 (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Issuer’s offer to exchange up to $500,000,000 principal amount of the Issuer’s 3.900% Notes due 2030 (the “Exchange Notes”), to be guaranteed (the “Exchange Guarantees”) by the Subsidiary Guarantors on an unsecured basis, for a like principal amount of the Issuer’s issued and outstanding 3.900% Notes due 2030, issued on April 16, 2020, guaranteed by the Subsidiary Guarantors on an unsecured basis. The Exchange Notes will be issued pursuant to the Indenture, dated as of April 16, 2020 (the “Indenture”), among the Issuer, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

A Professional Corporation

NORTH CAROLINA • VIRGINIA • WASHINGTON, D.C.

200 South 10^th Street, Suite 1600 (23219) P.O. Box 1320, Richmond, VA 23218-1320 Tel: 804.420.6000 Fax: 804.420.6507

www.williamsmullen.com

June 12, 2020

Page 2

At your request, this opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions expressed herein, we have examined the Registration Statement prepared by the Issuer and the Subsidiary Guarantors in connection with the offering and issuance of the Exchange Notes, and the documents incorporated by reference into the Registration Statement. We also have examined original execution counterparts of the Indenture, the form of the Exchange Notes, and originals or copies of all documents, instruments, agreements, records and certificates of public officials and of the Issuer and the Subsidiary Guarantors, and their respective officers, as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed below.

We have assumed, with your permission and without independent verification or inquiry, the (i) genuineness of all signatures on all documents, (ii) authenticity of all documents submitted to us as originals, (iii) conformity to the authentic originals of all documents submitted to us as copies, and (iv) legal competency of all natural persons.

With respect to various factual matters material to our opinions, we have relied, to the extent that we deemed such reliance proper, upon certificates of officers of the Issuer and of the Subsidiary Guarantors, respectively, and upon certificates of public officials. We have assumed the correctness of the factual matters contained in such reliance sources and do not have knowledge, without an investigation for the purpose, that such factual matters are incorrect.

The opinions expressed herein are limited in all respects to the application of (i) the laws of the Commonwealth of Virginia and the State of North Carolina and (ii) the Massachusetts Business Corporations Act, G.L. C156D, in each case as currently in effect. We have made no review of, and disclaim the giving of any opinion herein with respect to, the laws or regulations of any other jurisdiction or the effect of such laws or regulations on the Subsidiary Guarantors or any of their subsidiaries.

Based on the foregoing, and subject to the limitations and qualifications set forth herein, we give you our opinions, as of the date hereof, as follows:

(i) Each Subsidiary Guarantor is a corporation or limited liability company, as the case may be, validly existing and in good standing or, with respect to a limited liability company, validly existing under the laws of the corresponding jurisdiction set forth opposite the name of each Subsidiary Guarantor on Schedule I attached.

June 12, 2020

Page 3

(ii) The execution and delivery by each of the Subsidiary Guarantors of the Indenture, and the performance by each of the Subsidiary Guarantors of its obligations under the Indenture (including the Exchange Guarantees), are within such Subsidiary Guarantor’s corporate or limited liability company powers, as the case may be, and have been duly authorized by all requisite corporate or limited liability company action, as the case may be, on the part of such Subsidiary Guarantor.

(iii) The Indenture has been duly executed and delivered by each of the Subsidiary Guarantors.

The opinions expressed in opinion paragraph (i) above as to the existence or good standing of each Subsidiary Guarantor in its jurisdiction of formation (i) are given solely on the basis of the certificates of good standing and certificates of fact, as applicable, that we have obtained for each Subsidiary Guarantor (the “Status Certificates”), and speak only as of the date of the Status Certificates and not as of the date of this opinion letter and (ii) are limited to the meaning ascribed to the Status Certificates by the Virginia State Corporation Commission, the North Carolina Secretary of State and the Secretary of the Commonwealth of the Commonwealth of Massachusetts, as applicable, and the law of such jurisdiction.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder. Our opinions are expressed as of the date hereof, and we do not assume any obligation to update or supplement our opinions to reflect any facts or circumstances subsequently arising or any change in law subsequently occurring. Our opinions are limited to the matters expressly stated, and no opinion is implied or may be inferred beyond such matters.

Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, White & Case LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Issuer, as filed with the Commission as Exhibit 5.1 to the Registration Statement.

/s/ WILLIAMS MULLEN

June 12, 2020

Page 4

SCHEDULE I

Subsidiary Guarantors

Subsidiary Guarantor	Jurisdiction of Formation
AAP Financial Services, Inc.	Virginia
Advance Auto Business Support, LLC	Virginia
Advance Auto Innovations, LLC	Virginia
Advance e-Service Solutions, Inc.	Virginia
Advance Stores Company, Incorporated	Virginia
Advance Trucking Corporation	Virginia
Autopart International, Inc.	Massachusetts
Crossroads Global Trading Corp.	Virginia
Discount Auto Parts, LLC	Virginia
E-Advance, LLC	Virginia
General Parts Distribution LLC	North Carolina
General Parts International, Inc.	North Carolina
General Parts, Inc.	North Carolina

EX-5.3

Exhibit 5.3

June 12, 2020

Advance Auto Parts, Inc.

2635 East Millbrook Road

Raleigh, North Carolina 27604

Ladies and Gentlemen:

We have acted as local Nevada counsel to Advance Auto Parts, Inc., a Delaware corporation (the “Company”), and Golden State Supply LLC, a Nevada limited liability company (the “Nevada Guarantor”), in connection with the filing by the Company and the other registrants named therein, including the Nevada Guarantor, of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of up to $500,000,000 aggregate principal amount of the Company’s 3.900% Notes due 2030 (the “Exchange Notes”) to be issued under that certain Indenture, dated as of April 16, 2020 (the “Indenture”), by and among the Company, the Subsidiary Guarantors (as defined therein) party thereto, including the Nevada Guarantor, and Wells Fargo Bank, National Association, as trustee, including the Subsidiary Guarantee (as defined therein) of the Exchange Notes as set forth in Article Ten of the Indenture (the “Exchange Guarantees” and together with the Exchange Notes, the “Exchange Securities”), and pursuant to that certain Registration Rights Agreement, dated as of April 16, 2020 (the “Registration Rights Agreement”), by and among the Company, the Guarantors (as defined therein) party thereto, including the Nevada Guarantor, and the Representatives (as defined therein) party thereto. The Exchange Securities will be issued in exchange for a corresponding principal amount of the Company’s outstanding 3.900% Notes due 2030, and the Subsidiary Guarantees thereof, previously issued pursuant to the Indenture.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company and the Nevada Guarantor in connection with the registration and issuance of the Exchange Securities, each as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the opinions below, we have assumed that all such proceedings have been timely completed or will be timely completed in the manner presently proposed in the Registration Statement and the terms of such issuance will be in compliance with applicable laws.

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, (ii) the Indenture, the Registration Rights Agreement and the form of the Exchange Notes, (iii) the articles of organization and operating agreement, each as amended to date, of the Nevada Guarantor (collectively, the “Governing Documents”), and (iv) such agreements, instruments, resolutions and other limited liability company records of the Nevada Guarantor, and such other documents, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and we have obtained from managers, officers and other representatives and agents of the Nevada Guarantor and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary or appropriate.

Without limiting the generality of the foregoing, in issuing this opinion letter we have, with your permission, assumed without independent verification that: (i) the obligations of each party set forth in the in the documents we have reviewed are its valid and binding obligations, enforceable in accordance with their respective terms; (ii) the statements of fact and representations and warranties set forth in the documents we have reviewed are true and correct as to factual matters; (iii) each natural person executing

100 North City Parkway, Suite 1600

Las Vegas, NV 89106-4614

main 702.382.2101

Advance Auto Parts, Inc.

June 12, 2020

Page 2

a document has sufficient legal capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (v) all limited liability company records made available to us by the Nevada Guarantor, and all public records we have reviewed, are accurate and complete.

We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general limited liability company laws of the State of Nevada in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto, or to the effect thereon, of the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.

Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

1. The Nevada Guarantor is validly existing as a limited liability company and in good standing under the laws of the State of Nevada.

2. The Nevada Guarantor has the limited liability company power and authority to execute and deliver the Indenture, and to perform its obligations thereunder (including the Exchange Guarantees).

3. The execution and delivery by the Nevada Guarantor of the Indenture and the performance by the Nevada Guarantor of its obligations thereunder (including the Exchange Guarantees) (a) have been duly authorized by the Nevada Guarantor and (b) do not violate the Governing Documents.

4. The Indenture has been duly executed and delivered by the Nevada Guarantor.

The opinions contained herein are subject to, and we express no opinion as to, the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, anti-deficiency, and other similar laws, rules and regulations now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, the federal Bankruptcy Code, the Uniform Fraudulent Transfer Act (as codified in Nevada Revised Statutes Chapter 112), and any other laws relating to fraudulent or unlawful conveyances, distributions and transfers.

The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

Advance Auto Parts, Inc.

June 12, 2020

Page 3

We hereby consent to your filing this opinion letter as an exhibit to the Registration Statement and to the reference to our firm therein under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, White & Case LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of issuing its opinion letter to the Company relating to the validity of the Exchange Securities, as filed with the Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated February 18, 2020 relating to the consolidated financial statements and financial statement schedule of Advance Auto Parts, Inc. and the effectiveness of Advance Auto Parts, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Advance Auto Parts, Inc. for the year ended December 28, 2019. We also consent to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

June 12, 2020

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Advance Auto Parts, Inc.

(Exact name of obligor as specified in its charter)

See Table of additional registrants

Delaware	54-2049910
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2635 East Millbrook Road Raleigh, North Carolina	27604
(Address of principal executive offices)	(Zip code)

3.900% Notes due 2030

(Title of the indenture securities)

Table of additional registrants

Exact name of additional registrant as specified in its charter(1)	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
AAP Financial Services, Inc.	Virginia		45-4110599
Advance Auto Business Support, LLC	Virginia		26-1629361
Advance Auto Innovations, LLC	Virginia		54-2061915
Advance e-Service Solutions, Inc.	Virginia		45-3076919
Advance Patriot, Inc.	Delaware		20-2321090
Advance Stores Company, Incorporated	Virginia		54-0118110
Advance Trucking Corporation	Virginia		54-1895223
Autopart International, Inc.	Massachusetts		04-2261826
B.W.P. Distributors, Inc.	New York		13-3143287
Crossroads Global Trading Corp.	Virginia		26-1629453
Discount Auto Parts, LLC	Virginia		59-1447420
Driverside, Inc.	Delaware		26-0721672
E-Advance, LLC	Virginia		26-4627308
General Parts Distribution LLC	North Carolina		26-1470711
General Parts International, Inc.	North Carolina		20-1636773
General Parts, Inc.	North Carolina		56-0663185
Golden State Supply LLC	Nevada		74-3084679
GPI Technologies, LLC	Delaware		26-1459089
Lee Holdings NC, Inc.	Delaware		46-1771895
MotoLogic, Inc.	Delaware		61-1596479
Straus-Frank Enterprises LLC	Texas		74-2900805
Western Auto of Puerto Rico, Inc.	Delaware		43-1544437
Western Auto of St. Thomas, Inc.	Delaware		66-1469029
WORLDPAC Puerto Rico, LLC	Delaware		27-1480533
WORLDPAC, Inc.	Delaware		76-0428728
Worldwide Auto Parts, Inc.	California		33-0277362

(1) With the exception of Autopart International, Inc., the address, including zip code, of each additional registrant is 5008 Airport Road, Roanoke, Virginia 24012, and the phone number, including area code, is (540) 362-4911. The address, including zip code, of Autopart International, Inc., is 192 Mansfield Ave., Norton, Massachusetts 02766, and the phone number, including area code, is (781) 784-1111.

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3.	A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4.	Copy of By-laws of the trustee as now in effect.*
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Atlanta and State of Georgia on the 2nd day of June, 2020.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Tina D. Gonzalez

Tina D. Gonzalez

Vice President

EXHIBIT 6

June 2, 2020

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Tina D. Gonzalez

Tina D. Gonzalez

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2019, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	21,745
Interest-bearing balances		123,531
Securities:
Held-to-maturity securities		169,848
Available-for-sale securities		242,111
Equity Securities with readily determinable fair value not held for trading		122
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		82
Securities purchased under agreements to resell		58,438
Loans and lease financing receivables:
Loans and leases held for sale		14,855
Loans and leases, net of unearned income		968,033
LESS: Allowance for loan and lease losses		10,893
Loans and leases, net of unearned income and allowance		957,140
Trading Assets		58,848
Premises and fixed assets (including capitalized leases)		11,733
Other real estate owned		235
Investments in unconsolidated subsidiaries and associated companies		13,202
Direct and indirect investments in real estate ventures		12
Intangible assets		32,598
Other assets		59,196
Total assets	$	1,763,696
LIABILITIES
Deposits:
In domestic offices	$	1,403,302
Noninterest-bearing		452,458
Interest-bearing		950,844
In foreign offices, Edge and Agreement subsidiaries, and IBFs		44,243
Noninterest-bearing		858
Interest-bearing		43,385
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,055
Securities sold under agreements to repurchase		6,389

	Dollar Amounts In Millions
Trading liabilities		15,841
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)		76,704
Subordinated notes and debentures		12,499
Other liabilities		32,411
Total liabilities	$	1,593,444
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		114,728
Retained earnings		54,130
Accumulated other comprehensive income		844
Other equity capital components		0
Total bank equity capital		170,221
Noncontrolling (minority) interests in consolidated subsidiaries		31
Total equity capital		170,252
Total liabilities, and equity capital	$	1,763,696

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge

and belief.

John R. Shrewsberry

Sr. EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us

and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate

Federal regulatory authority and is true and correct.

Directors

Maria R. Morris

Theodore F. Craver, Jr.

Juan A. Pujadas

EX-99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken you should immediately consult your commercial bank, broker, dealer, trust company or other nominee.

LETTER OF TRANSMITTAL

relating to

ADVANCE AUTO PARTS, INC.

Offer to Exchange

Any and all of the outstanding 3.900% Notes due 2030 issued on April 16, 2020

For a like principal amount of corresponding 3.900% Notes due 2030, which have been registered

under the Securities Act of 1933, as amended

This Letter of Transmittal (as defined herein) relates to the Exchange Offer (as defined herein) being made by Advance Auto Parts, Inc. (“Advance”). The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2020 (such date and time with respect to an Exchange Offer, as the same may be extended for such Exchange Offer, the “Expiration Date”). Tenders of any Original Notes (as defined herein) may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date (the “Withdrawal Deadline”), except in certain limited circumstances as set forth herein.

Delivery to:

Wells Fargo Bank, National Association

As Exchange Agent

By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 Fourth Street Minneapolis, MN 55402 By Regular Mail or Overnight Courier: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 Fourth Street Minneapolis, MN 55402 In Person by Hand Only: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 Fourth Street Minneapolis, MN 55402

By Facsimile:

(For Eligible Institutions only):

(877) 407-4679

For Information or Confirmation by Telephone:

(612) 667-9764 or

Toll Free at (800) 344-5128, Option 0

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION HEREOF VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE OR IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

The Exchange Offer

Advance is offering holders of the Original Notes, upon the terms and subject to the conditions set forth in the accompanying prospectus, dated                  , 2020 (as amended or supplemented, the “Prospectus”), and this letter of transmittal (as amended or supplemented, this “Letter of Transmittal”), the opportunity to exchange (the “Exchange Offer”) any and all of the issued and outstanding Original Notes issued by Advance for a like principal amount of corresponding newly issued 3.900% Notes due 2030, which have been registered under the Securities Act of 1933, as amended, to be issued by Advance (the “Exchange Notes”).

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Prospectus.

The Original Notes tendered hereby must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The following table sets forth information regarding the Original Notes and the Exchange Notes:

Title of Series of Original Notes	CUSIP Numbers of Original Notes	Maturity Date of Original Notes	Aggregate Principal Amount Outstanding	Exchange Consideration	Title of Series of Exchange Notes	CUSIP Number of Exchange Notes	Maturity Date of Exchange Notes
3.900% Notes due 2030	144A: 00751Y AD8; Reg S: U0073L AA0	April 15, 2030	$500,000,000	an equal principal amount of newly issued and registered 3.900% Notes due 2030	3.900% Notes due 2030	00751Y AE6	April 15, 2030

The Exchange Offer is described in “The Exchange Offer” in the Prospectus and this Letter of Transmittal. All terms and conditions contained or otherwise referred to in the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore, you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the “terms and conditions.”

The Exchange Notes are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Rights Agreement and, as a result, the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes. See “Registration Rights” in the Prospectus.

The Exchange Notes have not been registered with any state or foreign securities laws. The ability of a holder of Original Notes to participate in the Exchange Offer also may be limited with respect to holders of Original Notes outside the United States and the Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance would not be in compliance with the laws of the jurisdiction.

There is currently no market for the Exchange Notes, and Advance cannot assure you that any market will develop. Advance does not intend to apply for listing of the Exchange Notes on any securities exchange or for inclusion of the Exchange Notes in any automated quotation system. All of the Original Notes are held, and all of the Exchange Notes are expected to be delivered, in book-entry form through the facilities of The Depository Trust Company (“DTC”) and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V. To exchange your Original Notes for Exchange Notes, you must instruct your commercial bank, broker, dealer, trust company or other nominee to further instruct the DTC participant through which your Original Notes are held to tender for exchange your Original Notes to DTC through the DTC’s Automated Tender Offer Program (“ATOP”) by the Expiration Date to receive the Exchange Notes. See “The Exchange Offer” in the Prospectus.

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Each holder of Original Notes wishing to participate in the Exchange Offer, except holders of Original Notes executing their tenders through ATOP procedures of DTC, should complete, sign and submit this Letter of Transmittal to the exchange agent, Wells Fargo Bank, National Association (in such capacity, the “Exchange Agent”), prior to the Expiration Date.

This Letter of Transmittal may be used to participate in the Exchange Offer if certificates representing Original Notes are to be physically delivered to the Exchange Agent or if Original Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offer is eligible. Unless you intend to tender your Original Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with any physical certificates for the Original Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offer.

Holders of Original Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute tenders through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered Original Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation,” which shall include an agent’s message. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, that states that DTC has received an express acknowledgement from an organization that participates in DTC (a “participant”) tendering Original Notes, that the participant has received and agrees to be bound by the terms of this Letter of Transmittal as an undersigned hereof and that Advance may enforce the agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of this Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, holders of Original Notes who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

As described more fully in the Prospectus, the Exchange Offer is subject to certain conditions. Subject to the completion of the Exchange Offer, Advance will accept any and all of the Original Notes that are validly tendered by holders of Original Notes and not validly withdrawn prior to the Expiration Date. Accordingly, tenders of Original Notes are not subject to proration. Any holder that is a commercial bank, broker, dealer, trust company or other nominee holding Original Notes on behalf of more than one beneficial owner may submit to the Exchange Agent a list of the aggregate principal amount of Original Notes owned by each such beneficial owner, and the Exchange Agent, in determining the aggregate principal amount of Exchange Notes to be issued to such holder, will treat each such beneficial owner as a separate holder. Holders of Original Notes that anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of Exchange Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal. Beneficial owners are urged to appropriately instruct their commercial bank, broker, dealer, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for their instruction.

The Exchange Notes will be issued in exchange for the Original Notes pursuant to the Exchange Offer, if consummated, on the settlement date, which shall be promptly after the Expiration Date (the “Settlement Date”). See “The Exchange Offer—Settlement Date” in the Prospectus.

On the Settlement Date, the Exchange Notes will be issued by deposit in book-entry form with DTC.

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TENDER OF ORIGINAL NOTES

To effect a valid tender of Original Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the tables below entitled “Method of Delivery” and “Description of Original Notes Tendered” and sign this Letter of Transmittal where indicated.

Exchange Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “Method of Delivery,” on the Settlement Date.

Advance has not provided guaranteed delivery procedures in conjunction with the Exchange Offer or under the Prospectus or other materials provided therewith.

Failure to provide the information necessary to effect delivery of Exchange Notes will render such holder’s tender defective, and Advance will have the right, which it may waive in its sole discretion, to reject such tender without notice.

METHOD OF DELIVERY

☐ CHECK HERE IF PHYSICAL CERTIFICATES FOR TENDERED ORIGINAL NOTES ARE BEING DELIVERED HEREWITH.

☐ CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED ORIGINAL NOTES ARE HELD AND/OR THE CORRESPONDING EXCHANGE NOTES ARE TO BE DELIVERED.

Name of Tendering Institution:

DTC Participant Number:

Account Number:

Transaction Code Number:

List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the principal amount of Original Notes and any certificate numbers should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES TENDERED

1 Names and Address(es) of Certificate Holder(s) (Please fill in Certificate Number(s)*) 2 Principal Amount of Original Notes Tendered**

* Need not be completed if Original Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a holder of Original Notes will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered hereby must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. See Instruction 5.

The undersigned, or the beneficial owner (as defined below) on behalf of which the undersigned is acting, is a holder of Original Notes and represents, warrants and agrees as set forth in paragraph 5 below.

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Note: Signatures must be provided below.

Please read the accompanying instructions carefully.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the applicable Exchange Offer, the undersigned hereby tenders to Advance the aggregate principal amount of Original Notes indicated in the table above entitled “Description of Original Notes Tendered.” The undersigned understands that validly tendered Original Notes (or defectively tendered Original Notes with respect to which Advance has waived such defect or caused such defect to be waived) will be deemed to have been accepted by Advance if, as and when Advance gives oral or written notice thereof to the Exchange Agent. The undersigned understands that Original Notes validly tendered (and not validly withdrawn) and accepted in accordance with the terms and conditions will be exchanged for Exchange Notes.

The undersigned understands that any Original Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures set forth in the Prospectus and this Letter of Transmittal, at any time on or prior to the Withdrawal Deadline. The undersigned understands that tenders of Original Notes pursuant to the terms of the Exchange Offer after the Withdrawal Deadline will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. If any Original Notes are not accepted for exchange for any reason (or if Original Notes are validly withdrawn), such Original Notes will be returned, without expense, to the undersigned at the address shown above in the table entitled “Description of Original Notes Tendered,” unless otherwise indicated herein or, in the case of book-entry delivery of Original Notes, to the undersigned’s account at DTC or such other account, as designated herein, promptly after the expiration or termination of the Exchange Offer.

Following the later of (i) the Withdrawal Deadline and (ii) the date on which Original Notes are tendered hereby, and subject to, and effective upon, Advance’s acceptance for exchange of the principal amount of the Original Notes tendered hereby, subject to and upon the terms and conditions, the undersigned hereby:

1. irrevocably sells, assigns and transfers to or upon Advance’s order or the order of Advance’s nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Original Notes tendered hereby, such that thereafter the undersigned shall have no contractual or other rights or claims in law or equity against Advance or any fiduciary, trustee, fiscal agent or other person connected with the Original Notes arising under, from or in connection with those Original Notes;

2. waives any and all rights with respect to the Original Notes tendered hereby, including, without limitation, any existing or past defaults and their consequences in respect of those Original Notes; and

3. releases and discharges Advance and the Trustee from any and all claims that the undersigned may have, now or in the future, arising out of or related to the Original Notes tendered hereby, including, without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Original Notes tendered hereby, other than accrued and unpaid interest on the Original Notes or as otherwise expressly provided in the Prospectus and this Letter of Transmittal, or to participate in any redemption or defeasance of the Original Notes tendered hereby.

The undersigned understands that tenders of Original Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Original Notes by Advance will, following such acceptance, constitute a binding agreement between the undersigned and Advance, subject to and upon the terms and conditions. All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

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The undersigned hereby represents, warrants and agrees that:

1. it has received the Prospectus;

2. it is the beneficial owner (as defined herein) of, or a duly authorized representative of one or more beneficial owners of, the Original Notes tendered hereby, and it has full power and authority to execute this Letter of Transmittal;

3. the Original Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, restrictions, charges, pledges, claims, encumbrances, security interests and rights of any kind, and Advance will acquire good, indefeasible and unencumbered title to those Original Notes, free and clear of all liens, restrictions, charges, pledges, claims, encumbrances, security interests and rights of any kind, when Advance accepts the same;

4. it will not sell, pledge, hypothecate or otherwise encumber or transfer Original Notes tendered hereby from the date of this Letter of Transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

5. it is otherwise a person to whom it is lawful to make available the Prospectus or to make the Exchange Offer in accordance with applicable laws;

6. it is assuming all the risks inherent in participating in the Exchange Offer and has undertaken all the appropriate analyses of the implications of the Exchange Offer without reliance on Advance, the Exchange Agent or any of their respective affiliates;

7. it acknowledges that none of Advance, the Trustee, as applicable, the Exchange Agent, or any of their respective affiliates, has made any recommendation or given any advice, legal, financial or otherwise, in connection with the Exchange Offer or given any assurance, guarantee or representation as to projected success, profitability, return, performance, result, effect, consequence or benefit of the Exchange Offer and it represents that is has made its own decision with regard to the Exchange Offer;

8. it acknowledges that Advance and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, covenants and agreements and agrees that if any of the acknowledgements, representations, covenants and warranties made by its submission of this Letter of Transmittal, or its agreement to the terms of this Letter of Transmittal pursuant to an agent’s message, are, at any time prior to the consummation of the Exchange Offer, no longer accurate, it shall promptly notify Advance. If it is acquiring the Exchange Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations, covenants and agreements on behalf of such account;

9. in evaluating the applicable Exchange Offer and in making its decision whether to participate in the applicable Exchange Offer by the tender of Original Notes, it has made its own independent appraisal of the matters referred to in the Prospectus, this Letter of Transmittal and in any related communications;

10. the tender of Original Notes shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case, on the terms and subject to conditions described or referred to in the Prospectus;

11. the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder of Original Notes’ ability to withdraw its tender prior to the Withdrawal Deadline, and subject to the terms and conditions of the Exchange Offer, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent and an irrevocable instruction to that attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the Original Notes tendered hereby in favor of Advance or any other person or persons as Advance may direct and to deliver those forms of transfer and other documents in the attorney’s and agent’s discretion and the certificates and other documents of title relating to the registration of Original Notes and to execute all other documents and to do all other acts and things as may be, in the opinion of that attorney or agent, necessary or expedient for the purpose of, or in connection with, the acceptance of the tenders of Original Notes pursuant to the Exchange Offer, and to vest in Advance or its nominees those Original Notes;

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12. either:

• such holder is not (i) an “employee benefit plan” that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), applies, (iii) an entity the underlying assets of which are considered to include “plan assets” of such employee benefit plan or plan (each of clauses (i), (ii) and (iii), a “Plan”) or (iv) a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) that has made an election under Section 410(d) of the Code or a non-U.S. plan; or

• (i) such holder’s acquisition and holding of the Exchange Notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (“Similar Law”), (ii) if such holder is a Plan or is purchasing or holding the Exchange Notes on behalf of or with “plan assets” of any Plan, neither of Advance nor any of its affiliates (A) has provided, and none of them will provide, any investment recommendation or investment advice on which such holder, or any fiduciary or other person investing the assets of such holder (a “Plan Fiduciary”), has relied or will rely as a primary basis in connection with its decision to invest in the Exchange Notes, or (B) is otherwise acting, or has acted, as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to such holder or any Plan Fiduciary in connection with such holder’s acquisition of the Exchange Notes and (iii) such holder and all Plan Fiduciaries are exercising their own independent judgment in evaluating the investment in the Exchange Notes;

13. the terms and conditions of the applicable Exchange Offer shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly;

14. it is not an affiliate of ours;

15. it is not a broker-dealer tendering Original Notes acquired directly from us for its own account;

16. the Exchange Notes to be received by it will be acquired in the ordinary course of its business; and

17. it is not engaged and does not intend to engage in, and has no arrangement or understanding with any person, to participate in the distribution, within the meaning of the Securities Act, of the Exchange Notes.

Unless otherwise indicated in the boxes entitled “Special Issuance Instructions” and “Special Delivery Instructions” below, please deliver, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged in the name of the undersigned at the address specified above in the box entitled “Description of Original Notes Tendered” or, in the case of a book-entry delivery of Original Notes, please credit the account maintained at DTC (specified above in the box entitled “Method of Delivery”). Similarly, unless otherwise instructed in the box entitled “Special Issuance Instructions” below, please deliver Exchange Notes in book-entry form, to the DTC account of the undersigned or the undersigned’s custodian as specified in the box entitled “Method of Delivery” on the Settlement Date.

The undersigned understands that the delivery and surrender of the Original Notes is not effective, and the risk of loss of the Original Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of this Letter of Transmittal (or a manually executed facsimile hereof), properly completed and duly executed, or a properly transmitted agent’s message, together with all accompanying evidences of authority and any other required documents in a form satisfactory to Advance. All questions as to the validity, form, eligibility, including time of receipt and acceptance and withdrawal of tendered Original Notes, will be determined by Advance in its sole discretion, which determination will be final and binding.

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Each holder of Original Notes that submits this Letter of Transmittal (including by agreeing to the terms of this Letter of Transmittal pursuant to an agent’s message) and any other purchaser or subsequent transferee of Exchange Notes will be deemed to have represented and agreed as follows:

1. the holder acknowledges that (A) none of Advance, the Exchange Agent or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to it with respect to Advance or the offer or sale of any Exchange Notes, other than the information contained in, or incorporated by reference into, the Prospectus (as amended or supplemented prior to the Expiration Date) and (B) any information it desires concerning Advance, the Original Notes and the Exchange Notes or any other matter relevant to its decision to acquire the Exchange Notes (including a copy of the Prospectus) is or has been made available to it;

2. the holder represents and warrants that it is able to act on its own behalf in the transactions contemplated by the Prospectus;

3. the Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., Commission No-Action Letter (available May 13, 1988), Morgan Stanley & Co., Inc., Commission No-Action Letter (available June 5, 1991), K-III Communications Corporation, Commission No-Action Letter (available May 14, 1993) and Shearman & Sterling, Commission No-Action Letter (available July 2, 1993), that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Original Notes exchanged for such Exchange Notes directly from Advance to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933 and any such holder that is an “affiliate” of Advance within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such Exchange Notes;

4. if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering Original Notes in the Exchange Offer, that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. If you are a broker-dealer and Original Notes held for your own account were not acquired as a result of market-making or other trading activities, such Original Notes cannot be exchanged pursuant to the Exchange Offer;

5. the holder understands that Advance, its counsel and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that, if any of the acknowledgements, representations, warranties or agreements made by its tendering of Original Notes are, at any time prior to the consummation of the Exchange Offer, no longer accurate, it shall promptly notify Advance. If it is acquiring the Exchange Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations, warranties and agreements on behalf of such account; and

6. the holder understands that no action has been or will be taken in any jurisdiction that would permit a public offering of the Exchange Notes or the possession, circulation or distribution of the Prospectus, this Letter of Transmittal or any material relating to Advance, the Original Notes or the Exchange Notes in any jurisdiction where action for that purpose is required. Accordingly, the Exchange Notes offered hereby may not be offered, sold or exchanged, directly or indirectly, and none of the Prospectus, this Letter of Transmittal or any other offering material or advertisement in connection with this offering of the Exchange Notes may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

8

The representations, warranties, covenants and agreements of a holder tendering Original Notes will be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Letter of Transmittal, the “beneficial owner” of any Original Notes means any holder of Original Notes that exercises investment discretion with respect to those Original Notes.

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instruction 4)

To be completed ONLY if certificates for Original Notes in a principal amount not tendered or not accepted are to be issued in the name of someone other than the undersigned, or if Original Notes are to be returned or Exchange Notes are to be issued by credit to an account maintained by DTC other than the account designated above. Issue certificates for Original Notes not tendered or not accepted to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification Number)

(Such person(s) must also complete an IRS Form W-9, a Form W-8BEN, a Form W-8BEN-E, or other applicable Form W-8)

Credit Exchange Notes tendered by book-entry transfer to:

☐   The DTC account set forth below:

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instruction 4)

To be completed ONLY if certificates for Original Notes in a principal amount not tendered or not accepted are to be sent to someone other than the undersigned at an address other than that shown above.

Deliver certificates for Original Notes not tendered or not accepted to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification Number)

(Such person(s) must also complete an IRS Form W-9, a Form W-8BEN, a Form W-8BEN-E, or other applicable Form W-8)

       

IMPORTANT: This Letter of Transmittal, or a facsimile hereof, or an agent’s message in lieu thereof (together with the certificates for Original Notes or a book-entry confirmation and all other required documents) must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE,

HOLDERS OF ORIGINAL NOTES MUST COMPLETE, EXECUTE AND DELIVER THIS

LETTER OF TRANSMITTAL OR CAUSE TO BE PROPERLY TRANSMITTED AN AGENT’S MESSAGE.

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SIGNATURES

(To be Completed By All Tendering Holders of Original Notes Regardless of Whether Original Notes Are Being Physically Delivered Herewith, Other Than Holders Effecting Delivery Through ATOP)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to Advance the principal amount of the Original Notes listed in the table entitled “Description of Original Notes Tendered.”

Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date

If the holder(s) of Original Notes [is]/[are] tendering any Original Notes, this Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on (1) the certificate(s) for the Original Notes or (2) a securities position listing of DTC, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth at the line entitled “Capacity (full title)” and submit evidence satisfactory to the Exchange Agent and Advance of such person’s authority to so act. See Instruction 6.

Name(s):

(Please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

SIGNATURE GUARANTEE

(If required—See Instruction 6)

Signature(s) Guaranteed by

an Eligible Guarantor Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated: ________________

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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal. This Letter of Transmittal is to be completed by tendering holders of Original Notes if certificates representing Original Notes are to be physically delivered to the Exchange Agent or if Original Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. Holders of Original Notes who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

Certificates for all physically tendered Original Notes or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Original Notes delivered electronically, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offer by causing DTC to transfer Original Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Original Notes for purposes of the Exchange Offer.

Delivery of this Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. This Letter of Transmittal should not be sent to Advance or DTC.

The method of delivery of Original Notes, this Letter of Transmittal and all other required documents to the Exchange Agent, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the election and risk of the holder of Original Notes. Holders of Original Notes should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Exchange Agent prior to the Expiration Date. Do not send this Letter of Transmittal or any Original Notes to anyone other than the Exchange Agent.

Neither Advance nor the Exchange Agent is under any obligation to notify any tendering holder of Original Notes of Advance’s acceptance of tendered Original Notes prior to the Expiration Date.

2. Partial Tenders (not applicable to Holders of Original Notes who tender by book-entry transfer). If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder of Original Notes(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled “Description of Original Notes Tendered.” A reissued certificate representing the balance of non-tendered Original Notes will be sent to such tendering holder of Original Notes, unless otherwise provided in the appropriate box in this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. Delivery of the Exchange Notes. Exchange Notes to be issued according to the terms of the Exchange Offer, if consummated, will be delivered in book-entry form. The appropriate DTC participant name and number (along with any other required account information) needed to permit such delivery must be provided in the table entitled “Method of Delivery.” Failure to do so will render a tender of the Original Notes defective, and Advance will have the right, which it may waive, to reject such delivery. Holders of Original Notes that anticipate participating in the Exchange Offer other than through DTC are urged to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of any Exchange Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table.

4. Special Issuance and Special Delivery Instructions. Tendering holders of Original Notes should indicate in the applicable box the name and address to which substitute certificates representing Original Notes for any Original Notes not exchanged are to be issued or sent or, in the case of a book-entry delivery of Original Notes and/or Exchange Notes, the appropriate DTC participant name and number, if different from the name or address or the DTC participant name and number, as the case may be, of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also

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must be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address or the account maintained at DTC, as the case may be, of the person signing this Letter of Transmittal.

5. Amount of Tenders. Tenders of Original Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders who do not tender all of their Original Notes should ensure that they retain a principal amount of Original Notes amounting to at least the minimum authorized denomination. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Original Notes tendered.

6. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the holder of such Original Notes without any change whatsoever.

If any of the Original Notes tendered hereby are held by two or more holders, each holder must sign this Letter of Transmittal.

If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, any untendered or unexchanged Original Notes are to be reissued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Guarantor Institution (as defined below).

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in each case, signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Guarantor Institution.

An “Eligible Guarantor Institution” is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (as the terms are used in Rule 17Ad-15):

a. a bank;

b. a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

c. a credit union;

d. a national securities exchange, registered securities association or clearing agency; or

e. a savings association.

Advance will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a manually executed facsimile hereof) or directing DTC to transmit an agent’s message, you waive any right to receive notice of the acceptance of your Original Notes for exchange.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by Advance, evidence satisfactory to Advance of their authority to so act must be submitted with this Letter of Transmittal.

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Beneficial owners whose tendered Original Notes are registered in the name of a commercial bank, broker, dealer, trust company or other nominee must contact such commercial bank, broker, dealer, trust company or other nominee if they desire to tender their Original Notes.

7. Transfer Taxes. Except as set forth in this Instruction 7, Advance will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Original Notes to it, or to its order, pursuant to the Exchange Offer. If issuance of Exchange Notes is to be made to, or if Original Notes not tendered or exchanged are to be registered in the name of, any persons other than the registered holder, or if tendered Original Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other persons) payable on account of the transfer to such other persons will be billed directly to the tendering holder of Original Notes and/or withheld from any amounts due unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

8. Validity of Tenders. All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Original Notes will be determined by Advance, in its sole discretion, which determination will be final and binding. Advance reserves the absolute right to reject any and all tendered Original Notes determined by Advance not to be in proper form or not to be tendered validly or any tendered Original Notes acceptance of which by Advance would, in the opinion of Advance’s counsel, be unlawful. Advance also reserves the right to waive, in its sole discretion, any defects, irregularities or conditions of tender as to particular Original Notes, whether or not waived in the case of other Original Notes. Advance’s interpretation of the terms and conditions of the Exchange Offer, including the terms and instructions in this Letter of Transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time Advance determines. Although Advance intends to notify holders of Original Notes of defects or irregularities with respect to tenders of Original Notes, none of Advance, the Exchange Agent or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification.

Tenders of Original Notes will not be deemed to have been made until any defects or irregularities have been cured or waived. Any Original Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of such Original Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offer.

9. Waiver of Conditions; Amendment of Terms. Advance, in its sole discretion, may extend the Expiration Date with respect to the Exchange Offer, subject to applicable law. Subject to applicable law, Advance expressly reserves the right, in its sole discretion, to: (i) delay accepting any Original Notes, extend the Exchange Offer or terminate the Exchange Offer and not accept any Original Notes; and (ii) amend, modify or waive, in whole or in part, at any time or from time to time, the terms of the Exchange Offer in any respect, including waiver of any conditions to the consummation of any of the Exchange Offer.

10. Withdrawal. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth under “The Exchange Offer—Withdrawal” in the Prospectus.

11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at its telephone numbers set forth in this Letter of Transmittal and in the Prospectus. Questions regarding the terms of the Exchange Offer may be directed to the Exchange Agent at its address and telephone number set forth under “The Exchange Offer—Exchange Agent” in the Prospectus.

12. Tax Identification Number; Backup Withholding. Under United States federal income tax laws, payments made with respect to the Exchange Offer may be subject to backup withholding (currently, at a rate of 24%). Generally, such payments may be subject to backup withholding if a holder of Original Notes fails to provide its taxpayer identification number (“TIN”) or certification of exempt status or has been notified by the Internal Revenue Service (the “IRS”) that payments to it are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against a holder of Original Notes United States federal income tax liability and may entitle such holder of Original Notes to a refund, provided that it furnishes the required information to the IRS on a timely basis.

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To avoid backup withholding, each tendering holder of Original Notes that is a “United States person” for United States federal income tax purposes must notify the Exchange Agent of its correct TIN by completing an IRS Form W-9 and certifying on such IRS Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, each tendering holder of Original Notes that is a “United States person” for United States federal income tax purposes is required to certify on the Form W-9 that such holder is not subject to backup withholding because (i) such holder of Original Notes is exempt from backup withholding, (ii) such holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified such holder of Original Notes that such holder is no longer subject to backup withholding. If the Exchange Agent or other applicable withholding agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, a tendering holder of Original Notes that is a “United States person” for United States federal income tax purposes may be subject to penalties imposed by the IRS and payments made to such person pursuant to the Exchange Offer may be subject to backup withholding as described above. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how a “United States person” for United States federal income tax purposes may obtain a TIN if it does not have one, and how to complete IRS Form W-9 if the Original Notes are held in more than one name), consult the instructions on the IRS Form W-9 enclosed with this Letter of Transmittal.

To prevent backup withholding, each tendering holder of Original Notes that is not a “United States person” for United States federal income tax purposes should (i) submit a properly completed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 to the Exchange Agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained at www.irs.gov.

NOTE: FAILURE TO COMPLETE AND RETURN AN IRS FORM W-9 (OR, IF YOU ARE NOT A UNITED STATES PERSON, THE APPLICABLE IRS FORM W-8) MAY RESULT IN BACKUP WITHHOLDING TAX ON PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER, AS WELL AS WITH RESPECT TO THE EXCHANGE NOTES.

15

In order to tender, a holder of Original Notes should send or deliver a properly completed and

signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC’s ATOP procedures. Only manually signed copies of this Letter of Transmittal will be accepted.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

By Facsimile (For Eligible Institutions only):	By Registered or Certified or Regular Mail, By Overnight Courier, or In Person By Hand:	For Information or Confirmation by Telephone:
(877) 407-4679	Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 Fourth Street Minneapolis, MN 55402	(612) 667-9764 or Toll Free at (800) 344-5128, Option 0

Questions regarding the Exchange Offer or the completion of this Letter of Transmittal should be directed to the Exchange Agent, Wells Fargo Bank, National Association at the telephone number and address set forth above. You may also contact your commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offer.

Form  W-9   (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification   ^u Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.  

Print or type. See Specific Instructions on page 3.	1  Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
	2  Business name/disregarded entity name, if different from above
	3  Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.									4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any)                      Exemption from FATCA reporting code (if any)                                      (Applies to accounts maintained outside the U.S.)
	☐  Individual/sole proprietor or        single-member LLC	☐	C Corporation	☐	S Corporation	☐	Partnership	☐	Trust/estate
	☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u                                      Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u
	5  Address (number, street, and apt. or suite no.) See instructions.							Requester’s name and address (optional)
	6  City, state, and ZIP code
	7  List account number(s) here (optional)

    Part I     Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.	Social security number
		-	-
	or

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.	Employer identification number
		-

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign
Here     Signature of
    U.S. person  ^u Date   ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)

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Form W-9 (Rev. 10-2018) Page 2

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

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Form W-9 (Rev. 10-2018) Page 3

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . .	THEN check the box for . . .
• Corporation	Corporation
• Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.	Individual/sole proprietor or single-member LLC
• LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.	Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)
• Partnership	Partnership
• Trust/estate	Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

•  Generally, individuals (including sole proprietors) are not exempt from backup withholding.

•  Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

•  Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

•  Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

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The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for. . .	THEN the payment is exempt for. . .
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹  See Form 1099-MISC, Miscellaneous Income, and its instructions.

²  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

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1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account1
	3.	Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account
	4.	Custodialaccount of a minor (Uniform Gift to Minors Act)	The minor2
	5.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
	6.	Sole proprietorship or disregarded entity owned by an individual	The owner3
	7.	Grantortrust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:			Give name and EIN of:
	8.	Disregarded entity not owned by an individual	The owner
	9.	A valid trust, estate, or pension trust	Legal entity4
	10.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	11.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	12.	Partnership or multi-member LLC	The partnership
	13.	A broker or registered nominee	The broker or nominee

For this type of account:			Give name and EIN of:
	14.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	15.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish.

If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

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The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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