Exhibit 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of October 31, 1998 to the AMENDED AND RESTATED
CREDIT AGREEMENT dated as of April 21, 1995 among THE PEP BOYS - MANNY, MOE &
XXXX., the Banks signatory thereto and THE CHASE MANHATTAN BANK, as Agent.
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Agent are parties to the Amended
and Restated Credit Agreement referred to above (as heretofore amended, the
"Credit Agreement") pursuant to which the Banks have agreed to extend credit
to the Company as provided therein;
WHEREAS, pursuant to the Consent and Waiver dated as of October 5, 1998
(the "Consent") to the Credit Agreement, the Majority Banks consented to the
sale of one hundred Pep Boys Express stores and the closing of nine other such
stores;
WHEREAS, the Company has requested the Banks and the Agent to amend the
Credit Agreement as herein after set forth;
WHEREAS, the Majority Banks and the Agent are agreeable to such amendment
on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein it is hereby agreed as follows:
1. Definitions.
All terms defined in the Credit Agreement shall be used herein as defined
in the Credit Agreement unless otherwise defined herein or the context otherwise
requires.
2. Amendments to the Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by restating
the definition of "Net Operating Profits" to read as follows:
"'Net Operating Profit' shall mean, for any period for the
Company and its Consolidated Subsidiaries, (i) net sales minus (ii)
total costs and expenses (excluding costs of income taxes and Interest
Expense), in each case determined in accordance with GAAP; provided
that charges and expenses incurred in connection with the sale of one
hundred Pep Boys Express stores and the closing nine other such
stores, as contemplated by the Consent, which occur in the third and
fourth quarters of the fiscal year ending January 31, 1999 shall be
excluded from the calculation of Net Operating Profit. Such excluded
amounts shall not exceed $29,742,000."
(b) Section 1.01 of the Credit Agreement is hereby further amended by
adding in alphabetical order therein a new definition of the term "Consent" to
read as follows:
"'Consent' shall mean that certain Consent and Waiver dated as of
October 5, 1998 (the "Consent") to this Agreement, pursuant to which
the Majority Banks consented to the sale by the Company of one hundred
Pep Boys Express stores and the closing of nine other such stores."
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(c) Section 9.10 of the Agreement is hereby amended by restating it in its
entirety to read as follows:
"9.10 NOP/Interest Charges Ratio. The Company will not at any
time permit the NOP/Interest Charges Ratio to be less than: (a) for
the period from January 31, 1999 through May 1, 1999, 1.65 to 1.0; (b)
for the period from May 2, 1999 through July 31, 1999, 1.75 to 1.0;
(c) for the period from August 1, 1999 through October 30, 1999 2.0 to
1.0 and (d) at any time thereafter, 2.25 to 1.0."
(d) The Pricing Schedule is hereby amended in its entirety to read as
follows:
"PRICING SCHEDULE
Each of the 'Applicable Margin,' 'Commitment Fee Rate' and 'Facility Fee Rate'
means, for any day, the per annum rates set forth below in the column under such
term and in the row corresponding to the 'Debt to Capital Ratio' that exists on
such day; provided that until the Company maintains the NOP/Interest Charges
Ratio at 2.25 to 1.0 or greater, the 'Applicable Margin,' 'Commitment Fee Rate,'
and 'Facility Fee Rate' shall be no less than the per annum rate set forth below
in the column under such term and in the row corresponding to the 'Debt to
Capital Ratio' in the range of 0.45 to < 0.50.
Debt to Capital Applicable Margin for Commitment Fee Facility Fee Rate
Ratio Eurodollar Loans Rate
< 0.30 0.175% 0.000% 0.175%
> 0.30 but < or = 0.35 0.275% 0.000% 0.175%
> 0.35 but < or = 0.40 0.375% 0.025% 0.20 %
> 0.40 but < or = 0.45 0.40 % 0.05 % 0.20 %
> 0.45 but < or = 0.50 0.45 % 0.050% 0.25 %
> 0.50 0.625% 0.050% 0.30 %"
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3. Representations and Warranties.
In order to induce the Majority Banks and the Agent to make this Amendment,
the Company hereby represents that:
(a) the execution and delivery of this Amendment and the performance of
the Company thereunder and under the Credit Agreement as amended hereby (i) have
been duly authorized by all necessary corporate action, will not violate any
provision of law, or the Company's charter or by-laws, or result in the breach
of or constitute a default, or require a consent, under any indenture or other
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries or their respective
property may be bound or affected, and (ii) each of this Amendment and the
Credit Agreement as amended hereby constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms;
(b) the representations and warranties in Section 8 of the Credit
Agreement are true and correct as of the Closing Date (hereinafter defined) as
if they were being made on such date; and
(c) no Event of Default or event which with notice or lapse of time, or
both, would constitute an Event of Default, has occurred and is continuing on
the Closing Date.
4. Conditions of Effectiveness.
This Amendment shall be effective (as of the date hereof) on the date when
all of the following conditions shall have been met, and such date shall be the
"Closing Date":
(a) Counterparts of this Amendment shall have been executed by the
Company, the Banks and the Agent;
(b) The Agent shall have received a certificate dated the Closing Date
specifying the names and titles and including specimen signatures of the
officers authorized to sign this Amendment.
(c) The Company shall have paid an amendment fee to the Agent for the
account of each Bank equal to 0.125% of the amount of such Bank's Commitment.
5. Miscellaneous.
(a) Except as specifically amended hereby, all the provisions of the
Credit Agreement shall remain unamended and in full force and effect, and the
term "Credit Agreement", and words of like import shall be deemed to refer to
the Credit Agreement as amended by this Amendment unless otherwise provided
herein or the context otherwise requires. Nothing herein shall affect the
obligations of the Company under the Credit Agreement with respect to any
period prior to the effective date hereof.
(b) This Amendment shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
THE PEP BOYS - MANNY, MOE & XXXX
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Agent and a Bank
By /s/ Xxx X. Xxxxxxx
-------------------------------
Title: Vice President
THE PEP BOYS - MANNY, MOE & XXXX
OF CALIFORNIA, as a Guarantor
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
PBY CORPORATION, as a Guarantor
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
THE PEP BOYS - MANNY, MOE & XXXX
OF DELAWARE, INC., as a Guarantor
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
THE PEP BOYS - MANNY, MOE & XXXX
OF PUERTO RICO, INC., as a Guarantor
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
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CARRUS SUPPLY CORPORATION,
as a Guarantor
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
BANK OF AMERICA NT&SA
By________________________________
Title:
SUN TRUST BANKS INC..
By /s/ Xxxxx Xxxxxx
----------------------------------
Title: Group Vice President
SUN TRUST BANKS INC..
By /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxx X. Southern
----------------------------------
Title: Vice President
PNC BANK.
By /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Title: Corporate Banking Officer
FLEET BANK
By /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Title: Vice President
UNION BANK of CA
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxxx X. Xxxxxx
----------------------------------
Title: Managing Director
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxx X. Xxx
----------------------------------
Title: Assistant Vice President
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