Attached files
file | filename |
---|---|
S-1 - FORM S-1 - American Tire Distributors Holdings, Inc. | y02972sv1.htm |
EX-23.1 - EX-23.1 - American Tire Distributors Holdings, Inc. | y02972exv23w1.htm |
EX-23.2 - EX-23.2 - American Tire Distributors Holdings, Inc. | y02972exv23w2.htm |
EX-3.2 - EX-3.2 - American Tire Distributors Holdings, Inc. | y02972exv3w2.htm |
EX-3.3 - EX-3.3 - American Tire Distributors Holdings, Inc. | y02972exv3w3.htm |
EX-10.5 - EX-10.5 - American Tire Distributors Holdings, Inc. | y02972exv10w5.htm |
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of
American Tire Distributors Holdings, Inc., a Delaware corporation (the Company), does hereby
constitute and appoint William E. Berry and David L. Dyckman, and each of them severally, as the
true and lawful attorneys-in-fact and agents of the undersigned, each with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and
all capacities,
to do or cause to be done any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the Securities Act), and any
rules, regulations and requirements of the Securities and Exchange Commission (the Commission) in
respect thereof, in connection with the registration of common stock (the Common
Stock) of the Company on the Registration Statement on Form S-1, including specifically, but
without limiting the generality of the foregoing, power and authority to sign, in the name and on
behalf of any and all of the undersigned, the Registration Statement on Form S-1 to which this
Power of Attorney is filed as an exhibit, any subsequent Registration Statement the Company may
hereafter file pursuant to Rule 462(b) of the Securities Act or another appropriate form in respect
of the registration of the Securities, and any and all amendments to any of them, including
post-effective amendments, and to file or cause to be filed the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents deem advisable in order to qualify or register the Securities under
the securities laws of the several States or other jurisdictions; and the undersigned do hereby
ratify all that said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, shall lawfully do or cause to be done by virtue thereof.
This Power of Attorney shall not revoke in whole or in part any prior Power of Attorney
executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent Power
of Attorney that the undersigned may execute, unless such subsequent Power of Attorney expressly
provides that it revokes this Power of Attorney by referring to the date and subject hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall
constitute an original and all of which, taken together, shall constitute the same instrument.
NOTICE AS TO NEW YORK POWERS OF ATTORNEY
CAUTION TO THE PRINCIPAL:
Your Power of Attorney is an important document. As the principal, you give the person whom
you choose (your agent) authority to spend your money and sell or dispose of your property during
your lifetime without telling you. You do not lose your authority to act even though you have
given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you
have provided, or, where there are no specific instructions, in your best interest. Important
Information for the Agent at the end of this document describes your agents responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary
public.
You can request information from your agent at any time. If you are revoking a prior Power of
Attorney by executing this Power of Attorney, you should provide written notice of the revocation
to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you
are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting
improperly.
Your agent cannot make health care decisions for you. You may execute a Health Care Proxy
to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law,
Article 5, Title 15. This law is available at a law library, or online through the New York State
Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer
of your own choosing to explain it to you.
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ William E. Berry | ||||
William E. Berry | ||||
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State of North Carolina
|
) | |||||
) | ss.: | |||||
County
of Mecklenburg
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared William E. Berry, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Karen Ash Bernall | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 4th day of February, 2010.
/s/ David L. Dyckman | ||||
David L. Dyckman |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of New York
|
) | |||||
) | ss.: | |||||
County
of New York
|
) |
On
the 4th day of February in the year 2010 before me, the undersigned, personally
appeared David L. Dyckman, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Frank G. Modifica | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ Richard P. Johnson | ||||
Richard P. Johnson |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of North Carolina
|
) | |||||
) | ss.: | |||||
County
of Mecklenburg
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared Richard P. Johnson, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Karen Ash Bernall | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ Joseph P. Donlan | ||||
Joseph P. Donlan |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of New York
|
) | |||||
) | ss.: | |||||
County
of Richmond
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared Joseph P. Donlan, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Carol A. Spadoni | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ Donald Hardie | ||||
Donald Hardie |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of Connecticut
|
) | |||||
) | ss.: | |||||
County
of Fairfield
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared Donald Hardie, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Clarice E. Webb | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ James Hardymon | ||||
James Hardymon |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of Kentucky
|
) | |||||
) | ss.: | |||||
County
of Fayette
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared James Hardymon, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Kathy Stedham | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ Chris Laws | ||||
Chris Laws |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of New York
|
) | |||||
) | ss.: | |||||
County
of Nassau
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared Chris Laws, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his capacity, and that by his signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the instrument.
/s/ Sarah A. Savit | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ James M. Micali | ||||
James M. Micali |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State of
|
) | |||||
) | ss.: | |||||
County of .....
|
) |
On the ___ day of _________ in the year 2010 before me, the undersigned, personally
appeared James M. Micali, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ Randy Peeler | ||||
Randy Peeler |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of Massachusetts
|
) | |||||
) | ss.: | |||||
County
of Suffolk
|
) |
On the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared Randy Peeler, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his capacity, and that by his signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the instrument.
/s/ Katherine C. Bush | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of
Attorney to be duly executed as of this 3rd day of February, 2010.
/s/ David Tayeh | ||||
David Tayeh |
ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL
State
of New York
|
) | |||||
) | ss.: | |||||
County
of Bronx
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared David Tayeh, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her capacity, and that by her signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the instrument.
/s/ Sharon Dynes | ||||
Notary Public | ||||
NOTICE AS TO NEW YORK POWERS OF ATTORNEY
IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this Power of Attorney, a special legal
relationship is created between you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the Power of Attorney is terminated or revoked.
You must:
(1) | act according to any instructions from the principal, or, where there are no instructions, in the principals best interest; | ||
(2) | avoid conflicts that would impair your ability to act in the principals best interest; | ||
(3) | keep the principals property separate and distinct from any assets you own or control, unless otherwise permitted by law; | ||
(4) | keep a record or all receipts, payments, and transactions conducted for the principal; and | ||
(5) | disclose your identity as an agent whenever you act for the principal by writing or printing the principals name and signing your own name as agent in either of the following manner: (Principals Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principals Name). |
You may not use the principals assets to benefit yourself or give major gifts to yourself or
anyone else unless the principal has specifically granted you that authority in this Power of
Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that
authority, you must act according to any instructions of the principal or, where there are no such
instructions, in the principals best interest. You may resign by giving written notice to the
principal and to any co-agent, successor agent, monitor if one has been named in this document, or
the principals guardian if one has been appointed. If there is anything about this document or
your responsibilities that you do not understand, you should seek legal advice.
Liability of agent:
The meaning of the authority given to you is defined in New Yorks General Obligations Law,
Article 5, Title 15. If it is found that you have violated the law or acted outside the authority
granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I, the undersigned, have read the foregoing Power of Attorney, am a person
identified therein as agent for the principals named therein, accept the authority granted by this
Power of Attorney and acknowledge my legal responsibilities as of
this 3rd day of February,
2010.
/s/ William E. Berry | ||||
William E. Berry |
ACKNOWLEDGMENT OF SIGNATURE OF AGENT
State
of North Carolina
|
) | |||||
) | ss.: | |||||
County
of Mecklenburg
|
) |
On
the 3rd day of February in the year 2010 before me, the undersigned, personally
appeared William E. Berry, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Karen Ash Bernall | ||||
Notary Public | ||||
IN WITNESS WHEREOF, I, the undersigned, have read the foregoing Power of Attorney, am a person
identified therein as agent for the principals named therein, accept the authority granted by this
Power of Attorney and acknowledge my legal responsibilities as of
this 4th day of February,
2010.
/s/ David L. Dyckman | ||||
David L. Dyckman |
ACKNOWLEDGMENT OF SIGNATURE OF AGENT
State
of New York
|
) | |||||
) | ss.: | |||||
County
of New York
|
) |
On
the 4th day of February in the year 2010 before me, the undersigned, personally
appeared David L. Dyckman, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Frank G. Modifica | ||||
Notary Public | ||||