Common use of Permitted Payments and Transactions Clause in Contracts

Permitted Payments and Transactions. 97 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 Form of Company Closing Certificate EXHIBIT M-2 Form of Holdings Closing Certificate EXHIBIT N Form of Borrowing Base Certificate CREDIT AGREEMENT, dated as of October 30, 1996, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 97 91 Schedule I I-A List of Addresses for Notices; Lending Offices; Continuing Commitment Amounts Schedule 5.12 Subsidiaries I-B Refinanced Commitment Amounts Schedule 3.5(a) Existing Letters of Credit Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 E Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 F Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 G Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver Mortgage EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 Form of Opinion of GibsxxXxxxxx, Xxnn Xxxx & Xrutxxxx XXX Xxxxxxxx in Existing Credit Agreement EXHIBIT K-2 Form of Opinion of Arizona Counsel Xxxxxx, Xxxx & Xxxxxxxx EXHIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 Form of Company Closing Certificate EXHIBIT M-2 Form of Holdings Closing Certificate EXHIBIT N Form of Borrowing Base Certificate EXHIBIT O Form of Warehouseman Notice AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 30___, 1996, among CSK AUTO, PRIMECO INC., an Arizona a Texas corporation (the "CompanyCOMPANY"), the several lenders from time to time parties hereto (the "LendersLENDERS"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative AgentADMINISTRATIVE AGENT") and LEHMXX XXXMERCIAL PAPER THE CIT GROUP/BUSINESS CREDIT, INC., a Delaware New York corporation, as documentation collateral agent for the Lenders (in such capacity, the "Documentation AgentCOLLATERAL AGENT").

Permitted Payments and Transactions. 97 148 12.16 Co-Arrangers; Administrative Agent...........................149 12.17 Certain Provisions Regarding Alabama Mortgaged Property......149 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 5.12 II Pricing and Commitment Fee Grid Schedule III Qualified Account Debtors Schedule 6.11 Taxes Schedule 6.12 Subsidiaries Schedule 5.13 6.13 Fee and Leased Properties Schedule 5.15(b6.15(b) UCC Filing Offices Schedule 5.16 6.16 Patents, Trademarks and Copyrights Schedule 8.1(a9.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2 9.2(h) Existing Liens Schedule 8.3(d9.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A A-1 Form of B Term Loan Note EXHIBIT A-2 Form of C Term Loan Note EXHIBIT B Form of Revolving Credit Note EXHIBIT B C Form of Term Loan Receivables Financing Note EXHIBIT C D Form of Swing Line Note EXHIBIT D E Form of Assignment and Acceptance EXHIBIT E-1 F-1 Form of Company Security Agreement EXHIBIT E-2 F-2 Form of Subsidiary Security Agreement EXHIBIT F-1 G-1 Form of Holdings Guarantee EXHIBIT F-2 G-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 H-1 Form of Company Pledge Agreement EXHIBIT H H-2 Form of LHoldings/C Participation Certificate Subsidiary Pledge Agreement EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Subsection 5.11(d)(2) Certificate EXHIBIT K-1 J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 J-2 Form of Opinion of Arizona General Counsel to the Company EXHIBIT L K-1 Form of Subsection 4.11(d)(2) Holdings Closing Certificate EXHIBIT M-1 K-2 Form of Company Closing Certificate EXHIBIT M-2 K-3 Form of Holdings Subsidiaries Closing Certificate EXHIBIT L Form of Mortgage EXHIBIT M Form of Borrowing Base Certificate EXHIBIT N Form of Borrowing Base Certificate Letter of Credit Request CREDIT AGREEMENT, dated as of October 30November 24, 19961997, among CSK AUTOWERNXX XXXDING CO. (DE), INC., an Arizona a Delaware corporation (the "CompanyCOMPANY"), the several lenders from time to time parties hereto (the "LendersLENDERS"), BANKERS TRUST COMPANY, as administrative agent for the Lenders and as co-arranger (in such capacity, the "ADMINISTRATIVE AGENT"), MERRXXX XXXCX XXXITAL CORPORATION, as syndication agent and as co-arranger (in such capacity, the "SYNDICATION AGENT" and, together with the Administrative Agent, the "CO- ARRANGERS"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative documentation agent for the Lenders (in such capacity, the "Administrative AgentDOCUMENTATION AGENT") and LEHMXX XXXMERCIAL PAPER INC.GOLDXXX XXXHX XXXDIT PARTNERS, a Delaware corporationL.P., as documentation co-agent for (the Lenders (in such capacity"CO-AGENT", and together with the Administrative Agent, the Syndication Agent and the Documentation Agent, the "Documentation AgentAGENTS").

Permitted Payments and Transactions. 97 88 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B B-1 Form of Tranche A Term Loan Note EXHIBIT B-2 Form of Tranche B Term Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 E Form of Company Security Collateral Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 F Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H G Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J H Form of Swing Line Loan Participation Certificate EXHIBIT K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT L I Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 J-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Company EXHIBIT K-1 Form of Borrower Closing Certificate EXHIBIT M-2 K-2 Form of Holdings Credit Parties Closing Certificate EXHIBIT N Form of Borrowing Base Certificate CREDIT AGREEMENT, dated as of October 30May 10, 19962000, among CSK AUTOJOSTENS, INC., an Arizona a Minnesota corporation (the "Company"), AMERICAN YEARBOOK COMPANY, INC., a Kansas ------- corporation and Subsidiary of the Company, as joint and several borrowers hereunder (together with the Company, the "Borrowers" and, individually, a --------- "Borrower"), the several lenders from time to time parties hereto (the -------- "Lenders"), CHASE SECURITIES INC., DEUTSCHE BANK SECURITIES INC. and XXXXXXX ------- SACHS CREDIT PARTNERS L.P., as Co-Lead Arrangers (in such capacities, the "Co- -- Lead Arrangers"), BANKERS TRUST COMPANY, as syndication agent (in such capacity, -------------- the "Syndication Agent"), XXXXXXX XXXXX CREDIT PARTNERS L.P., as documentation ----------------- agent (in such capacity, the "Documentation Agent"), and THE CHASE MANHATTAN ------------------- BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").. --------------------

Permitted Payments and Transactions. 97 90 SCHEDULES Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 3.5(c) Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 J-2 Form of Opinion of Arizona Counsel Bryax Xxxx XXX EXHIBIT L K Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 L-1 Form of Company Closing Certificate EXHIBIT M-2 L-2 Form of Holdings Closing Certificate EXHIBIT N Form of Borrowing Base Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 30December 8, 19961997, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") ), and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 97 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 3.5(c) Outstanding Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b5.15(a) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Intellectual Property Schedule 6.1(m) Appraised Assets Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security E Guarantee and Collateral Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H F Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J G Form of Swing Line Loan Participation Certificate EXHIBIT K-1 H-1 Form of Opinion of GibsxxGibson, Xxnn Dunn & Xrutxxxx XXX Crutcher LLP EXHIBIT K-2 H-2 Form of Opinion of Arizona Counsel EXHIBIT L Brxxx Xxve XXX EXXXXXX X Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 Certxxxxxxx XXHIBIT J-1 Form of Company Closing Certificate EXHIBIT M-2 J-2 Form of Holdings Closing Certificate EXHIBIT N J-3 Form of Subsidiary Closing Certificate EXHIBIT K Form of Borrowing Base Certificate CREDIT AGREEMENT, dated as of October 30December 21, 19962001, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"), THE JPMORGAN CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), CREDIT SUISSE FIRST BOSTON, as syndication agent for the Lenders (in such capacity, the "Syndication Agent") and LEHMXX XXXMERCIAL PAPER INC.UBS AG, a Delaware corporationSTAMFORD BRANCH, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 97 91 SCHEDULES Schedule I I-A List of Addresses for Notices; Lending Offices; Continuing Commitment Amounts Schedule 5.12 Subsidiaries I-B Refinanced Commitment Amounts Schedule 3.5(a) Existing Letters of Credit Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 E Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 F Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 G Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver Mortgage EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX xx Existing Credit Agreement EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT Gibsxx, Xxnn & Xrutxxxx XXXIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 Form of Company Closing Certificate EXHIBIT M-2 Form of Holdings Closing Certificate EXHIBIT N Form of Borrowing Base Certificate CREDIT AGREEMENT, dated as EXHIBIT O Form of October 30, 1996, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").Warehouseman Notice

Permitted Payments and Transactions. 97 105 12.16 [RESERVED].......................................................................... 105 12.17 Certain Provisions Regarding Alabama Mortgaged Property............................. 105 SCHEDULES Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 5.12 II Pricing Fee Grid Schedule 6.7 Litigation Schedule 6.12 Subsidiaries Schedule 5.13 6.13 Fee and Leased Properties Schedule 5.15(b6.15(b) UCC Filing Offices Schedule 5.16 6.16 Patents, Trademarks and Copyrights Schedule 8.1(a6.17 Environmental Schedule 9.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2 9.2(h) Existing Liens Schedule 8.3(d9.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Term Loan Note EXHIBIT B Form of Term Loan Revolving Credit Note EXHIBIT C [RESERVED] EXHIBIT D Form of Swing Line Note EXHIBIT D E Form of Assignment and Acceptance EXHIBIT E-1 F Form of Company Security Collateral Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 G-1 Form of Holdings Guarantee EXHIBIT F-2 G-2 Form of Subsidiary Guarantee EXHIBIT G-1 H Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver Subsection 5.11(d)(2) Certificate EXHIBIT J J-1 Form of Swing Line Loan Participation Certificate Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT 1-2 Form of Opinion of General Counsel to the Comp EXHIBIT K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX Holdings Closing Certificate EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 Form of Company Closing Certificate EXHIBIT M-2 K-3 Form of Holdings Subsidiaries Closing Certificate EXHIBIT N L Form of Borrowing Base Certificate Mortgage iv CREDIT AGREEMENT, dated as of October 30June 11, 19962003, among CSK AUTOXXXXXX HOLDING CO. (DE), INC., an Arizona a Delaware corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"). CITIGROUP GLOBAL MARKETS INC., THE as syndication agent (in such capacity, the "Syndication Agent"). CITIGROUP GLOBAL MARKETS INC. and X. X. XXXXXX SECURITIES, INC., as joint lead arrangers and joint bookrunners (in such capacity, the "Arrangers"), and JPMORGAN CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER INC." and, a Delaware corporation, as documentation agent for together with the Lenders (in such capacitySyndication Agent, the "Documentation AgentAgents").

Permitted Payments and Transactions. 97 86 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B B-1 Form of Tranche A Term Loan Note EXHIBIT B-2 Form of Tranche C Term Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 E Form of Company Security Collateral Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 F Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H G Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J H Form of Swing Line Loan Participation Certificate EXHIBIT K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT L I Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 J-1 Form of Company Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Closing Certificate EXHIBIT M-2 K-2 Form of Holdings Credit Parties Closing Certificate EXHIBIT N Form of Borrowing Base Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 30July 31, 19962002, among CSK AUTOJOSTENS, INC., an Arizona a Minnesota corporation (the "CompanyBorrower"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., a Delaware corporation, as documentation agent for the Lenders Co-Lead Arrangers and Co-Bookrunners (in such capacitycapacities, the "Documentation AgentCo-Lead Arrangers"and "Co-Bookrunners").

Permitted Payments and Transactions. 97 86 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing and Commitment Fee Grid Schedule 3.5 Existing Letters of Credit Schedule 5.11 Taxes Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note [Intentionally Omitted] EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 F Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Company Pledge Agreement EXHIBIT G-2 Form of Company Subsidiary Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT L J Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 K [Intentionally Omitted] EXHIBIT L-1 Form of Company Closing Certificate EXHIBIT M-2 L-2 Form of Holdings Subsidiaries Closing Certificate EXHIBIT N M Form of Borrowing Base Certificate Mortgage CREDIT AGREEMENT, dated as of October 30June 17, 19961997, as amended and restated as of September 3, 1999 (this "AGREEMENT"), among CSK AUTOFALCON BUILDING PRODUCTS, INC., an Arizona a Delaware corporation (the "CompanyCOMPANY"), the several lenders from time to time parties hereto (the "LendersLENDERS"), CHASE SECURITIES INC. ("CSI"), as lead arranger and book manager (the "ARRANGER"), BANKERS TRUST COMPANY, as documentation agent (in such capacity, the "DOCUMENTATION AGENT"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation AgentADMINISTRATIVE AGENT").

Permitted Payments and Transactions. 97 100 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II List of Letters of Credit Schedule 5.1(b) Capital Stock Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 E Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver Swing Line Loan Participation Certificate EXHIBIT J Form of Swing Line Loan Participation Subsection 4.11(d)(2) Certificate EXHIBIT K-1 Form of Opinion of GibsxxXxxxxx, Xxnn Xxxx & Xrutxxxx XXX Xxxxxxxx LLP EXHIBIT K-2 Form of Opinion of Arizona Counsel Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP EXHIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 L-1 Form of Company Closing Certificate EXHIBIT M-2 L-2 Form of Subsidiaries Closing Certificate EXHIBIT L-3 Form of Holdings Closing Certificate EXHIBIT N M Form of Borrowing Base Certificate Mortgage Counterpart - iv - CREDIT AGREEMENT, dated as of October 30, 1996, among CSK AUTO, INCTWCC ACQUISITION CORP., an Arizona a Massachusetts corporation ("AcquisitionCo" or as hereinafter defined to the extent provided in such definition, the "Company") (to be merged with and into The Xxxxxxx Xxxxxx Company, a Massachusetts corporation ("Carter's"), the several lenders from time to time parties hereto (the "Lenders"), CHASE SECURITIES INC. ("CSI") and BT SECURITIES CORPORATION ("BTSC"), as arrangers (the "Arrangers"), CSI, as advisor to the Company in connection with the Merger (as defined below) and the other transactions contemplated hereby, BANKERS TRUST COMPANY, as syndication agent (in such capacity, the "Syndication Agent"), XXXXXXX XXXXX CREDIT PARTNERS L.P. ("Xxxxxxx Sachs"), as documentation agent (in such capacity, the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 97 91 SCHEDULES Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 3.5(c) Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Tranche B Note EXHIBIT B-1 Form of Tranche B-1 Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 J-2 Form of Opinion of Arizona Counsel Bryax Xxxx XXX EXHIBIT L K Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 L-1 Form of Company Closing Certificate EXHIBIT M-2 L-2 Form of Holdings Closing Certificate EXHIBIT N L-3 Form of Borrowing Base Subsidiary Closing Certificate 6 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October June 30, 19961999, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") ), and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 97 94 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 3.5(c) Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Indebtedness to Remain Outstanding Schedule 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Term Loan Tranche B Note EXHIBIT B-1 Form of Tranche B-1 Note EXHIBIT B-2 Form of Tranche B-2 Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT G-3 Subsidiary Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT K-1 J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 J-2 Form of Opinion of Arizona Counsel Bryax Xxxx XXX EXHIBIT L J-3 Form of Opinion of Ryan, Xxanxxx & Xleveland PLLC, Washington counsel to the Company EXHIBIT K Form of Subsection 4.11(d)(2) Certificate EXHIBIT M-1 L-1 Form of Company Closing Certificate EXHIBIT M-2 L-2 Form of Holdings Closing Certificate EXHIBIT N L-3 Form of Borrowing Base Subsidiary Closing Certificate THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October September 30, 19961999, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several lenders from time to time parties hereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), DLJ CAPITAL FUNDING, INC., a Delaware corporation, as syndication agent for the Lenders (in such capacity, the "Syndication Agent") and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").