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Exhibit 4.01
FIRST AMENDMENT, dated as of June 4, 1997 (this "Amendment"),
to and of the Credit Agreement, dated as of October 30, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement";
terms used herein and not otherwise defined herein are used herein as therein
defined), among CSK AUTO, INC., an Arizona corporation (the "Company"), the
several lenders from time to time parties thereto (the "Lenders"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Company has requested that Lenders and the
Administrative Agent consent to certain matters regarding certain provisions of
the Credit Agreement; and
WHEREAS, the Lenders party hereto and the Administrative Agent
are willing to consent to such matters and to amend the Credit Agreement, but
only on, and subject to, the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual premises and
mutual agreements contained herein and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, the
Lenders party hereto and the Administrative Agent hereby agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) Amendment to Subsection 1.1 (Defined Terms). Subsection
1.1 is hereby amended by deleting from the definition of "Interest Coverage
Ratio" the following words:
"THE FIRST DAY OF THE FIRST FISCAL QUARTER COMMENCING ON OR AFTER THE
CLOSING DATE"
and substituting the following words therefor:
"OCTOBER 28, 1996"; and
(b) Amendment to Subsection 8.8 (Consolidated EBITDA).
Subsection 8.8 is hereby amended by deleting the following words:
"THE FIRST DAY OF THE FIRST FISCAL QUARTER COMMENCING ON OR AFTER THE
CLOSING DATE"
and substituting the following words therefor:
"OCTOBER 28, 1996".
SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce the
Lenders to enter into this Amendment, the Company hereby represents and warrants
to the Lenders as of the date hereof that the representations and warranties
made by the Company in the Credit Agreement are true and correct in all material
respects on and as of the date hereof, after giving effect to the
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effectiveness of this Amendment, as if made on and as of the date hereof unless
expressly stated to relate to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date.
SECTION 3. EXPENSES. The Company agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment, including, without
limitation, the reasonable fees and disbursements of Simpson, Thacher &
Xxxxxxxx, counsel to the Administrative Agent.
SECTION 4. CREDIT DOCUMENT ACKNOWLEDGMENT. The Administrative
Agent shall receive from each Credit Party with respect to the Credit Documents
to which it is a party an acknowledgment and consent substantially in the form
of Exhibit A hereto to the execution, delivery and performance of this Amendment
and the transactions contemplated hereby and that such execution, delivery and
performance shall not affect such Credit Party's obligations under any Credit
Document.
SECTION 5. EFFECTIVENESS. This Amendment shall become
effective as of May 1, 1997 upon the date that the Administrative Agent shall
have received counterparts of this Amendment, duly executed by the Company, the
Required Lenders and the Administrative Agent.
SECTION 6. CONTINUING EFFECT OF CREDIT AGREEMENT. Except for
the amendments expressly provided herein, the Credit Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its terms.
SECTION 7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts by the parties hereto, and all of said counterparts, when
taken together, shall be deemed to constitute one and the same instrument.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the date first above written.
CSK AUTO, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
THE CHASE MANHATTAN BANK,
as Administrative Agent and a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
AMARA-1 FINANCE, LTD.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
BANK POLSKA KASA OPIEKI S.A. - PEKAO
GROUP S.A.,
New York Branch
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President, Senior Lending
Officer
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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XXX LOAN TRADING
By:
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Name:
Title:
CITIBANK, N.A.
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, its
Investment Manager
By: /s/ TCW Asset Management Company
----------------------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
FLEET BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signer
XXXXXX COMERCIAL PAPER INC.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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XXXXXXX XXXXX PRIME RATE PORTFOLIO,
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ Xxxx XxXxxxxx
----------------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxx XxXxxxxx
----------------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Signatory
ML CBO IV (CAYMAN) LTD.
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx, CPA, CFA
Title: President, Protective Asset
Management. L.L.C.
NATIONAL BANK OF CANADA, A CANADIAN CHARTERED
BANK, NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President
/s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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NATIONAL WESTMINSTER BANK, PLC
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
PRIME INCOME TRUST
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: V.P. Portfolio Manager
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS, B.V.
By: Chancellor LGT Senior Secured Management
Inc. as Portfolio Advisor
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
SENIOR DEBT PORTFOLIO,
By: Boston Management and Research,
as Investment Advisor
By: /s/ Xxxxx X. Page
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Name: Xxxxx X. Page
Title: Vice President
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxx Xxxxxx American Capital
----------------------------------------
Name:
Title:
FIRST AMENDMENT TO CSK AUTO, INC. CREDIT AGREEMENT
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