1
Exhibit - 4.01.2
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of December 4, 2000 (this "Amendment"), to the
Third Amended and Restated Credit Agreement, dated as of September 30, 1999 (as
amended by Amendment No. 1, dated as of February 17, 2000, and as further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among CSK AUTO, INC. (the "Company"), the several lenders from time
to time parties to the Credit Agreement (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 (the "Syndication
Agent") and XXXXXX COMMERCIAL PAPER INC., a Delaware corporation, as
documentation agent for the Lenders (in such capacity, the "Documentation
Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has requested that the Lenders consent to amend
certain provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to consent to the requested amendment on
and subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms in the Credit
Agreement are used herein as therein defined.
2. Amendments to the Credit Agreement.
(a) Amendment to Section 1.1 (Defined Terms).(i) Section 1.1 of the Credit
Agreement is hereby amended by adding the following new definitions in the
appropriate alphabetical order:
"First Delivery Date": the date on which the Company shall have
delivered to the Administrative Agent and the Lenders its financial statements
referred to in Section 7.1(b) for the first quarter of Fiscal Year 2001.
"Fiscal Year": the fiscal year of the Company ending on the Sunday
closest to January 31 of the following year.
"Pricing Grid A": the pricing grid attached hereto as Annex A-1.
"Pricing Grid B": the pricing grid attached hereto as Annex A-2.
"Second Delivery Date": February 5, 2002.
"Term Loan Lenders": the collective reference to each Tranche B Lender,
Tranche B-1 Lender and Tranche B-2 Lender.
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(ii) Section 1.1 of the Credit Agreement is hereby further
amended by deleting the words "October 31, 2001" in the definition of "Revolving
Credit Termination Date" and replacing them with the words "October 31, 2002."
(iii) Section 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Applicable Margin" and "Commitment Fee
Rate" and substituting in lieu therefor the following new definitions:
"APPLICABLE MARGIN": (a) From the Closing Date until (but
excluding) the First Delivery Date, for each Loan, 3.00% for Eurodollar
Rate Loans and 2.00% for Alternate Base Rate Loans.
(b) From and after the First Delivery Date, for each Type of
Loan, the rate per annum determined pursuant to Pricing Grid A.
(c) From and after the Second Delivery Date, for each Type
of Loan, the rate per annum determined pursuant to Pricing Grid B.
"COMMITMENT FEE RATE": (a) From the Closing Date until (but
excluding) the First Delivery Date, 0.5%, (b) from and after the First
Delivery Date, the rate per annum determined pursuant to Pricing Grid A and
(c) from and after the Second Delivery Date, the rate per annum determined
pursuant to Pricing Grid B.
(iv) Section 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Delivery Date", "Pricing Grid" and
"Tranche B-2 Delivery Date".
(b) AMENDMENT TO SECTION 8.6 (LIMITATION ON INVESTMENTS, LOANS AND
ADVANCES). Section 8.6(h) is hereby amended by deleting it in its entirety and
substituting in lieu therefor the following new section:
"(h) the Company and its Subsidiaries may make acquisitions of
companies engaged primarily in businesses similar to the businesses in
which the Company and its Subsidiaries are engaged to the extent that the
amount expended to make such acquisitions is permitted pursuant to
subsection 8.7(a) or (d); and"
(c) AMENDMENT TO SECTION 8.7 (CAPITAL EXPENDITURES). Section 8.7 is
hereby amended as follows:
(i) The lead-in sentence in Section 8.7 is hereby amended by
deleting in its entirety such sentence and substituting in lieu therefor the
following words:
"Unless otherwise consented to by the Supermajority Lenders, make or
commit to make any Capital Expenditures, except that the Company and its
Subsidiaries may make or commit to make Capital Expenditures".
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(ii) Section 8.7(b) is hereby amended by deleting such section in its
entirety and substituting in lieu therefor the words "[Reserved]".
(iii) Section 8.7(d) is hereby amended by (A) deleting the table in such
section and substituting in lieu therefor the following:
Fiscal Year Base Amount
----------- -----------
1998 $30,000,000
1999 $50,000,000
2000 $30,000,000
2001 $30,000,000
2002 $30,000,000
2003 $30,000,000
and (B) deleting the word "$15,000,000" in the proviso thereto and replacing it
with the word "$5,000,000".
(d) Amendment to Section 8.9 (Debt to EBITDA). Section 8.9(a) of the
Credit Agreement is hereby amended by deleting the table therein and
substituting in lieu therefor the following new table:
Fiscal Year Fiscal Quarter Ratio
----------- -------------- -----
1999 Second 4.50 to 1
Third 4.50 to 1
Fourth 4.50 to 1
2000 First 4.50 to 1
Second 4.00 to 1
Third 4.00 to 1
Fourth 4.25 to 1
2001 First 4.25 to 1
Second 4.00 to 1
Third 4.00 to 1
Fourth and each fiscal quarter
thereafter 3.75 to 1
(e) Amendment to Section 8.10 (Interest Coverage). Section 8.10 of the
Credit Agreement is hereby amended by deleting the table therein and
substituting in lieu therefor the following new table:
Interest
Fiscal Year Fiscal Quarter Coverage Ratio
----------- -------------- --------------
1999 Second 2.25 to 1
Third 2.25 to 1
Fourth 2.75 to 1
2000 First 2.75 to 1
Second 2.75 to 1
Third 2.75 to 1
Fourth 2.25 to 1
2001 First 2.25 to 1
Second 2.35 to 1
Third 2.50 to 1
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Fourth and each fiscal quarter
thereafter 2.75 to 1
(f) Amendment to Section 8.13 (Prepayments and Amendments of
Permanent Subordinated Debt). Section 8.13 is hereby amended by deleting it in
its entirety and substituting in lieu therefor the following new section:
"(a) Optionally prepay, optionally retire, optionally redeem, optionally
purchase, optionally defease, optionally exchange, or make any mandatory
prepayment or any mandatory repurchase of any Permanent Subordinated Debt
(other than the refinancing of the Permanent Subordinated Debt contemplated
in the definition thereof) or pay any interest on the Permanent
Subordinated Debt in cash if such interest may be paid by the issuance of
additional Permanent Subordinated Debt or (b) amend, supplement or
otherwise modify any documentation governing any Permanent Subordinated
Debt (other than (i) amendments to such Permanent Subordinated Debt which
reduce the interest rate or extend the maturity thereof and (ii) waivers of
compliance by the Company with any of the terms or conditions of such
Permanent Subordinated Debt (except those terms or conditions which by
their terms are for the benefit of the Lenders))."
(g) Amendment to Annex A. Annex A to the Credit Agreement is hereby
amended by deleting it in its entirety and replacing it with Annexes A-1 and A-2
attached hereto.
(h) Amendment to Schedule 5.12. Schedule 5.12 to the Credit Agreement
is hereby amended by deleting it in its entirety and replacing it with Schedule
5.12 attached hereto.
3. Representations and Warranties. To induce the Administrative
Agent and the Lenders parties thereto to enter into this Amendment, the Company
hereby represents and warrants to the Administrative Agent and the Lenders as
of the Amendment Effective Date that:
(a) The Company has the corporate power and authority to make and
deliver this Amendment, and to perform the Credit Documents to which it is
a party, as amended by this Amendment, and has taken all necessary
corporate action to authorize the execution, delivery and performance of
this Amendment and the performance of the Credit Documents, as so amended.
(b) No consent or authorization of, or filing with, any Person
(including, without limitation, any Governmental Authority) is required in
connection with the execution and delivery of the Company of this
Amendment, or for the performance, validity or enforceability against the
Company, of this Amendment or the Credit Documents to which it is a party,
as amended by this Amendment, except for consents, authorizations and
filings which have been obtained or made and are in full force and effect.
(c) This Amendment has been duly executed and delivered by the
Company.
(d) This Amendment and each Credit Document to which the Company is a
party, as amended by this Amendment, constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and by principals of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
(e) The execution, delivery and performance of this Amendment and the
performance of the Credit Documents to which the Company is a party, as
amended by this Amendment, (i) will
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not violate any Requirement of Law or any Contractual Obligation applicable
to or binding upon the Company or any Subsidiary of the Company or any of
their respective properties or assets, in a manner which, individually or
in the aggregate, (x) would have a material adverse effect on the ability
of the Company or such Subsidiary to perform its obligations under the
Credit Documents, as amended by this Amendment, (y) would give rise to any
liability on the part of the Administrative Agent or any Lender or (z)
would have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries, taken as a whole, and (ii) will not result in the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it, as the case may be, or any of its
Contractual Obligations, except for Liens arising under the Security
Documents.
(f) The representations and warranties made by the Company in each
Credit Document to which it is a party and herein are true and correct in
all material respects on and as of the Amendment Effective Date, before and
after giving effect to this Amendment, as if made on the Amendment
Effective Date.
4. Conditions Precedent. This Amendment shall become effective as
of the date (the "Amendment Effective Date") when each of the conditions
precedent set forth below shall have been satisfied or waived:
(a) the Administrative Agent shall have received (i) this Amendment,
executed and delivered by a duly authorized officer of the Company, the
Administrative Agent and each Revolving Credit Lender and the Required
Lenders (which may include the Revolving Credit Lenders) and (ii) each
party to a Guarantee shall have acknowledged and agreed to this Amendment;
(b) the Administrative Agent shall have received for the benefit of
Lenders, the fees set forth in the certain Amendment Fee Letter, dated as
of November 15, 2000, among the Company, Chase Securities Inc. and the
Administrative Agent; and
(c) on and as of the Amendment Effective Date and after giving effect
to this Amendment and the transactions contemplated hereby, no Default or
Event of Default shall have occurred and be continuing.
5. Determination of Fees and Interest. Commitment Fees and interest
accrued on the Loans prior to the Amendment Effective Date shall be determined
based on the Commitment Fee Rate and the Applicable Margin, as applicable, in
effect immediately prior to the Amendment Effective Date in accordance with the
terms of the Credit Agreement prior to giving effect to this Amendment.
Commitment Fees and interest accrued on the Loans on and after the Amendment
Effective Date shall be determined based on the Commitment Fee Rate and the
Applicable Margin, as applicable, in effect in accordance with the terms of the
Credit Agreement as amended by this Amendment.
6. Continuing Effect of Credit Documents. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Credit Documents are and shall remain in full force and
effect in accordance with their respective terms.
7. Expenses. The Company agrees to pay or reimburse the Lenders for
all of their reasonable out-of-pocket costs and expenses incurred in connection
with this Amendment and any other documents prepared in connection herewith,
and consummation of the transactions contemplated hereby and thereby, including
the reasonable fees and expenses of counsel to the Lenders.
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8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Counterparts; Binding Effect. This Amendment may be executed in
any number of counterparts by the parties hereto, each of which counterparts
when so executed shall be an original, but all counterparts taken together shall
constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the relevant signature pages thereof. The execution
and delivery of this Amendment by any Lender shall be binding upon each of its
successors and assigns (including Transferees of its commitments and Loans in
whole or in part prior to effectiveness hereof) and binding in respect of all of
its commitments and Loans, including any acquired subsequent to its execution
and delivery hereof and prior to the effectiveness hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first above written.
CSK AUTO, INC.
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Name: Xxx X. Xxxxxx
Title: CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Bank
and a Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
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ANNEX A-1
PRICING GRID A
Alternate Base Eurodollar Rate
Leverage Ratio Rate Loans Loans Commitment Fee Rate
-----------------------------------------------------------------------------------------------------------------------
greater than 4.5 to 1 2.50% 3.50% 0.50%
less than or equal to 4.5 to 1 2.25% 3.25% 0.50%
less than or equal to 4.0 to 1 2.00% 3.00% 0.50%
less than or equal to 3.5 to 1 1.75% 2.75% 0.50%
less than or equal to 3.0 to 1 1.50% 2.50% 0.375%
Changes in the Applicable Margin or the Commitment Fee Rate resulting from
changes in the Leverage Ratio shall become effective on the date (the
"Adjustment Date") on which financial statements are delivered to the
Administrative Agent pursuant to subsection 7.1(a) or (b) (but in any event not
later than the 50th day after the end of each of the first three quarterly
periods of each fiscal year or the 95th day after the end of each fiscal year,
as the case may be) and (b) and shall remain in effect until the next change to
be effected pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified subsection 7.1, then,
until such financial statements are delivered, the Leverage Ratio shall be
deemed to be the same as with respect to the immediately preceding period;
provided, however, that if such financial statements, when actually delivered,
would have required an increase in the Applicable Margin or Commitment Fee Rate
over the Applicable Margin or Commitment Fee Rate, as the case may be, in effect
immediately prior to the date such financial statements were due, the Company
shall promptly pay to the Lenders and the Administrative Agent any additional
amounts of interest or fees which would have been payable on any previous
Interest Payment Date had such higher Applicable Margin or Commitment Fee Rate,
as the case may be, been in effect from the date such financial statements were
required to be delivered.
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ANNEX A-2
PRICING GRID B
Alternate Base Eurodollar Rate
Leverage Ratio Rate Loans Loans Commitment Fee Rate
-----------------------------------------------------------------------------------------------------------------------
greater than 4.5 to 1 2.75% 3.75% 0.50%
less than or equal to 4.5 to 1 2.50% 3.50% 0.50%
less than or equal to 4.0 to 1 2.25% 3.25% 0.50%
less than or equal to 3.5 to 1 2.00% 3.00% 0.50%
less than or equal to 3.0 to 1 1.75% 2.75% 0.375%
Changes in the Applicable Margin or the Commitment Fee Rate resulting from
changes in the Leverage Ratio shall become effective on the date (the
"Adjustment Date") on which financial statements are delivered to the
Administrative Agent pursuant to subsection 7.1(a) or (b)(but in any event not
later than the 50th day after the end of each of the fist three quarterly
periods of each fiscal year or the 95th day after the end of each fiscal year,
as the case may be) and (b) and shall remain in effect until the next change to
be effected pursuant to this paragraph; provided that for the period from the
Second Delivery Date until the delivery of financial statements pursuant to
subsection 7.1(a) for the Fiscal Year 2001, the Leverage Ratio shall be
determined based on the financial statements pursuant to subsection 7.1(b) for
the third quarter of Fiscal Year 2001. If any financial statements referred to
above are not delivered within the time periods specified in subsection 7.1,
then, until such financial statements are delivered, the Leverage Ratio shall be
deemed to be the same as with respect to the immediately preceding period;
provided, however, that if such financial statements, when actually delivered,
would have required an increase in the Applicable Margin or Commitment Fee Rate
over the Applicable Margin or Commitment Fee Rate, as the case may be, in effect
immediately prior to the date such financial statements were due, the Company
shall promptly pay to the Lenders and the Administrative Agent any additional
amounts of interest or fees which would have been payable on any previous
Interest Payment Date had such higher Applicable Margin or Commitment Fee Rate,
as the case may be, been in effect from the date such financial statements were
required to be delivered.
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Schedule 5.12
SUBSIDIARIES
A. DOMESTIC SUBSIDIARIES*
1. XXXXXXX.XXX, Inc., a Delaware corporation
2. Automotive Information Systems, Inc., a Minnesota corporation
B. FOREIGN SUBSIDIARIES
-------------------------
* Al's and Grand Auto Supply was merged into the Company on February 17,
2000.
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ACKNOWLEDGEMENT AND CONSENT
Each of the Undersigned does hereby acknowledge and consent to the
foregoing Amendment. Each of the Undersigned does hereby confirm and agree that,
after giving effect to such Amendment, its Guarantee is and shall continue to be
in full force and effect and is hereby confirmed and ratified in all respects.
CSK AUTO CORPORATION
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Name: Xxx X. Xxxxxx
Title: CFO
XXXXXXX.XXX, INC.
AUTOMOTIVE INFORMATION SYSTEMS, INC.
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Name: Xxx X. Xxxxxx
Title: CFO
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Alliance Investments Ltd
Authorized Signatory:
By: /s/ Illegible
--------------------------------
Name: Illegible
Title: Authorized Signatory
Bank One, NA
-----------------------------------
Name of Lender
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Vice President
Bank Polska Kasa Opieki SA
------------------------------------
Name of Lender
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
STRATEGIC MANAGED LOAN PORTFOLIO
------------------------------------
By: Citibank, N.A., as Manager
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxxx
Director
OSPREY INVESTMENTS PORTFOLIO
------------------------------------
By: Citibank, N.A., as Manager
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxxx
Director
Citibank N.A. as Additional Investment
Manager for and on behalf of
Five Finance Corporation
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxxx
Director
By: /s/ X.X. Xxxxx
---------------------------------
Xxxx Xxxxx
CREDIT-SUISSE FIRST BOSTON --
CAYMAN ISLANDS BRANCH
-------------------------------------
Name of Lender
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
13
CYPRESSTREE INVESTMENT PARTNERS I, LTD
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title: PRINCIPAL
CYPRESSTREE INVESTMENT PARTNERS II, LTD
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title: PRINCIPAL
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title: PRINCIPAL
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title: PRINCIPAL
K2A CypressTree-1 LLC
------------------------------------
Name of Lender
By: /s/ XXXXXXXX XXXX
------------------------------------
Name: XXXXXXXX XXXX
Title: AUTHORIZED AGENT
ELT Ltd.
------------------------------------
Name of Lender
By: /s/ XXX X. XXXXXX
------------------------------------
Name: XXX X. XXXXXX
Title: AUTHORIZED AGENT
14
Erste Bank
----------------------------------------
Name of Lender
By: /s/ Xxxx Xxx
------------------------------------
Name: Xxxx Xxx
Title: Assistant Vice President
Erste Bank New York Branch
/s/ Xxxx X. Xxxxxxx
----------------------------------------
Xxxx X. Xxxxxxx
First Vice President
Erste Bank New York Branch
Firstar Bank, N.A.
----------------------------------------
Name of Lender
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
First Union National Bank
----------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Fleet Bank
----------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
General Electric Capital Corporation
----------------------------------------
Name of Lender
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
Highland Legacy Limited
----------------------------------------
Name of Lender
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
MLCBO IV (Cayman) Ltd.
---------------------------------------
Name of Lender
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
15
PAMCO Cayman, Ltd
-----------------------------------
Name of Lender
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
IKB Deutsche Industriebank A.G.
Luxembourg Branch
-----------------------------------
Name of Lender
By: /s/ Illegible
--------------------------------
Name: Illegible
Title: Manager
By: /s/ Illegible
--------------------------------
Name: Illegible
Title: Director
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
------------------------------------
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING III, LIMITED
BY: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
BY: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
STRATA FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
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OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management,
Inc. As Subadvisor
By: /s/ XXXXXXX XXXXXXXX
------------------------------------
Name: XXXXXXX XXXXXXXX
------------------------------------
Title: AUTHORIZED SIGNATORY
------------------------------------
K2H Crescent LLC
------------------------------------
Name of Lender
By: /s/ XXXXXXXX XXXX
------------------------------------
Name: XXXXXXXX XXXX
Title: AUTHORIZED AGENT
K2H Crescent - 2 LLC
------------------------------------
Name of Lender
By: /s/ XXXXXXXX XXXX
------------------------------------
Name: XXXXXXXX XXXX
Title: AUTHORIZED AGENT
K2H Crescent - 3 LLC
------------------------------------
Name of Lender
By: /s/ XXXXXXXX XXXX
------------------------------------
Name: XXXXXXXX XXXX
Title: AUTHORIZED AGENT
Xxxxxx Syndicated Loans Inc.
------------------------------------
Name of Lender
By: /s/ XXXXXXX XXXXXXX
------------------------------------
Name: XXXXXXX XXXXXXX
Title: AUTHORIZED SIGNATORY
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
------------------------------------
Name of Lender
By: /s/ XXXXXX X. XXXXXXXX
------------------------------------
Name: XXXXXX X. XXXXXXXX
Title: SENIOR VICE PRESIDENT
NATIONAL BANK OF CANADA
------------------------------------
Name of Lender
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT
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Sanwa Bank California
----------------------------------------
Name of Lender
By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
Title: Assistant Vice President
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first above written.
CSK AUTO, INC.
By:
------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK as
Administrative Agent, Issuing Bank and
a Lender
By:
------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
----------------------------------------
Name of Lender
By: /s/ Payson X. Xxxxxxxxx
------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
Xxxxxxxxx CLO Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
----------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
Xxxxxxxxx/RMF Transatlantic CDO Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
----------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
Crescent/Mach I Partners, L.P.,
By: TCW Asset Management Company,
its Investment Manager
By: /s/ SIGNATURE ILLEGIBLE
------------------------------------
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The Sumitomo Trust & Banking Co., Ltd.
--------------------------------------------
Name of Lender New York Branch
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Portfolio Manager
Vice President
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Portfolio Manager
Vice President
XXX XXXXXX CLO I, LIMITED
BY: XXX XXXXXX
MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Portfolio Manager
Vice President
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX
MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Portfolio Manager
Vice President
Xxxxx Fargo Bank N.A.
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
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SEQUILS I, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ [Illegible]
-----------------------------------------
Name:
Title:
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
SEQUILS IV. LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ [Illegible]
-----------------------------------------
Name:
Title:
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
TRANSAMERICA BUSINESS CREDIT CORPORATION
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Joint General Manager
THE MITSUBISHI TRUST AND BANKING CORPORATION
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
THE PROVIDENT BANK
--------------------------------------------
Name of Lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
