EXHIBIT 10.17
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "AMENDMENT"), dated
as of July 16, 1999, is entered into by and among AUTOZONE, INC., a
Nevada corporation (the "BORROWER"), EACH PERSON IDENTIFIED AS AN
"EXISTING LENDER" ON THE SIGNATURE PAGES HERETO (the "EXISTING LENDERS"),
EACH PERSON IDENTIFIED AS A "NEW LENDER" ON THE SIGNATURE PAGES HERETO
(the "NEW LENDERS" and, together with those Existing Lenders that are
listed on Schedule 2.1(a) attached hereto, the "LENDERS"), BANK OF
AMERICA, N.A. (formerly known as NationsBank, N.A.), as Agent for the
Lenders (in such capacity, the "AGENT"), SUNTRUST BANK, NASHVILLE, N.A.,
as Syndication Agent for the Lenders (in such capacity, the "SYNDICATION
AGENT"), and THE FIRST NATIONAL BANK OF CHICAGO, as Documentation Agent
for the Lenders (in such capacity, the "DOCUMENTATION AGENT").
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement dated as of November 13,
1998 (the "EXISTING 364-DAY CREDIT AGREEMENT") among the Borrower, the
Existing Lenders, the Agent and SunTrust Bank, Nashville, N.A., as
Documentation Agent, the Existing Lenders have extended commitments to
make a revolving credit facility available to the Borrower; and
WHEREAS, the parties hereto have agreed to amend the Existing 364-
Day Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. CERTAIN DEFINITIONS. Unless otherwise defined
herein or the context otherwise requires, the following terms used
in this Amendment, including its preamble and recitals, have the
following meanings:
"AMENDED CREDIT AGREEMENT" means the Existing 364-Day
Credit Agreement as amended hereby.
"AMENDMENT NO. 1 EFFECTIVE DATE" as defined in
SUBPART 4.1.
SUBPART 1.2. OTHER DEFINITIONS. Unless otherwise defined
herein or the context otherwise requires, terms used in this
Amendment, including its preamble and recitals, have the meanings
provided in the Amended Credit Agreement.
PART II
ASSIGNMENTS AND ASSUMPTIONS
The Existing Lenders hereby sell and assign, without recourse, to
the Lenders, and the Lenders hereby purchase and assume, without
recourse, from the Existing Lenders, effective as of the Amendment No. 1
Effective Date, such interests in the Existing Lenders' rights and
obligations under the Existing 364-Day Credit Agreement (including,
without limitation, the Commitments of the Existing Lenders on the
Amendment No. 1 Effective Date and the Loans owing to the Existing
Lenders which are outstanding on the Amendment No. 1 Effective Date) as
shall be necessary in order to give effect to the reallocations of the
Committed Amounts and Commitment Percentages effected by the amendment to
Schedule 2.1(a) to the Existing 364-Day Credit Agreement pursuant to
Subpart 3.2. Each of the Lenders hereby makes and agrees to be bound by
all the representations, warranties and agreements set forth in Section
10.3(b) of the Existing 364-Day Credit Agreement, except that this
Amendment shall serve in lieu of the assignment agreement referenced in
Section 10.3(b). From and after the Amendment No. 1 Effective Date (i)
each of the Lenders shall be a party to and be bound by the provisions of
the Amended Credit Agreement and, to the extent of the interests assigned
hereby, have the rights and obligations of a Lender thereunder and under
the other Credit Documents and (ii) each of the Existing Lenders shall,
to the extent of the interests assigned hereby, relinquish its rights and
be released from its obligations under the Existing 364-Day Credit
Agreement. The Agent shall record in the register referred to in Section
11.3(c) of the Existing 364-Day Credit Agreement on the Amendment No. 1
Effective Date the information relating to the assignments and
assumptions effected pursuant to this Part II. The Agent hereby agrees
that no transfer fee shall be payable under Section 11.3(b) of the
Existing 364-Day Credit Agreement or otherwise in connection with the
assignments effected pursuant to this Part II.
PART III
AMENDMENTS TO EXISTING 364-DAY CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Lenders agree with the Borrower that the Existing
364-Day Credit Agreement shall be amended in accordance with this PART
III. Except as so amended, the Existing 364-Day Credit Agreement shall
continue in full force and effect.
SUBPART 3.1. AMENDMENT TO SECTION 1.1. The definition of
"Termination Date" set forth in Section 1.1 of the Existing 364-Day
Credit Agreement is hereby amended in its entirety to read as
follows:
"TERMINATION DATE" means July 15, 2000; PROVIDED, HOWEVER, such
date may be extended with the consent of each of the Lenders.
SUBPART 3.2. AMENDMENT TO SECTION 2.1(A). The reference to
"ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000)" in Section 2.1(a)
of the Existing 364-Day Credit Agreement is hereby replaced with a
reference to "THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000)".
SUBPART 3.3. AMENDMENT TO SECTION 2.1(D). Section 2.1(d) of
the Existing 364-Day Credit Agreement is hereby amended by adding a
new clause (iii) immediately following clause (ii) as follows:
(iii) UTILIZATION PREMIUM. (A) During such periods as the
aggregate principal amount of all outstanding Loans is greater than
or equal to 33% of the Committed Amount but less than 66% of the
Committed Amount, the otherwise applicable interest rate determined
pursuant to clause (i) or (ii) above shall be increased by 6.5 bps.
(B) During such periods as the aggregate principal amount of all
outstanding Loans is greater than or equal to 66% of the Committed
Amount, the otherwise applicable interest rate determined pursuant
to clause (i) or (ii) above shall be increased by 13 bps.
SUBPART 3.4. NEW SECTION 5.7. The Existing 364-Day Credit
Agreement is hereby amended by adding a new Section 5.7 as follows:
5.7 YEAR 2000 COMPLIANCE.
The Borrower has (a) initiated a review and assessment of all
areas within its material business and operations that could
reasonably be expected to be adversely affected by what is commonly
referred to as the "YEAR 2000 PROBLEM" (I.E., the inability of
certain computer applications to recognize and perform date
sensitive functions involving certain dates prior to and after
December 31, 1999), (b) developed a plan, strategy or other approach
for addressing the Year 2000 Problem on a timely basis, and (c)
implemented that plan, strategy or other approach. Based on the
foregoing and upon the Borrower's reliance on (i) any Year 2000
consulting services, study, report or any other information
performed or provided by any Person other than the Borrower or any
of its Subsidiaries and (ii) any certification or assurance of Year
2000 compliance provided by any vendor, supplier, servicer,
manufacturer, customer or other provider of any hardware or software
product or other computer applications installed at the Borrower or
any of its Subsidiaries, the Borrower believes, as of July 16, 1999,
that all computer applications (including, limited to the Borrower's
inquiries, those disclosed by its suppliers, vendors and customers)
that are material to its business and operations are reasonably
expected on a timely basis to be able to perform properly date-
sensitive functions for all dates before and after December 31, 1999
(that is, be "YEAR 2000 COMPLIANT"), except to the extent that a
failure to do so could not reasonably be expected to have a Material
Adverse Effect.
SUBPART 3.5. NEW SECTION 6.3. The Existing 364-Day Credit
Agreement is hereby amended by adding a new Section 6.3 as follows:
6.3 YEAR 2000 COMPATIBILITY.
The Borrower will take all actions reasonably necessary to
assure that its computer based systems (which if not functional
would have a Material Adverse Effect) are able to operate and
effectively process data in a manner that is Year 2000 compliant (as
defined in Section 5.7). At the reasonable request of the Agent,
the Borrower shall provide information to the Agent concerning the
Year 2000 compliance of () the Borrower and () each Subsidiary of
the Borrower that is material to the business and/or financial
condition of the Borrower and its Subsidiaries taken as a whole.
SUBPART 3.6. AMENDMENT TO SCHEDULE 1.1. The pricing grid in
Schedule 1.1 to the Existing 364-Day Credit Agreement is hereby
amended in its entirety to read as follows.
Applicable Percentage Applicable Percentage
PRICING LEVEL S&P/XXXXX'X RATING CONSOLIDATED LEVERAGE for EURODOLLAR LOANS for FACILITY FEE
RATIO
Level I AA/Aa2 or above N.A. 13.75 bps 6.25 bps
Level II A/A2 or above Less than or equal to 18.0 bps 7.0 bps
0.25:1.00
Level III A-/A3 or above Greater than 0.25 but 23.0 bps 9.0 bps
less than or equal to
0.30
Level IV BBB+/Baa1 or above Greater than 0.30:1.00 26.0 bps 9.0 bps
but less than or equal to
0.35:1.00
Level V BBB/Baa2 or above Greater than 0.35:1.00, 37.5 bps 12.5 bps
but less than or equal to
0.40:1.00
Level VI BBB-/Baa3 Greater than 0.40:1.00 60.0 bps 15.0 bps
All other provisions in the definition of "Applicable Percentage" shall
remain unchanged and shall continue in full force and effect.
SUBPART 3.7. AMENDMENTS TO SCHEDULE 2.1(A). Schedule 2.1(a)
to the Existing 364-Day Credit Agreement is hereby deleted in its
entirety and a new schedule in the form of SCHEDULE 2.1(A) attached
hereto is substituted therefor.
SUBPART 3.8. AMENDMENTS TO SCHEDULE 5.12. Schedule 5.12 to
the Existing 364-Day Credit Agreement is hereby deleted in its
entirety and a new schedule in the form of SCHEDULE 5.12 attached
hereto is substituted therefor.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. AMENDMENT NO. 1 EFFECTIVE DATE. This Amendment
shall be and become effective as of the date hereof (the "AMENDMENT
NO. 1 EFFECTIVE DATE") when all of the conditions set forth below in
this SUBPART 4.1 shall have been satisfied, and thereafter this
Amendment shall be known, and may be referred to, as "AMENDMENT NO.
1."
SUBPART 4.1.1. EXECUTION OF COUNTERPARTS OF AMENDMENT.
The Agent shall have received counterparts (or other evidence
of execution, including telephonic message, satisfactory to the
Agent) of this Amendment, which collectively shall have been
duly executed on behalf of each of the Borrower, the Agent, the
Documentation Agent and the Lenders.
SUBPART 4.1.2. DELIVERY OF NEW PROMISSORY NOTES. The Agent
shall have received from the Borrower new promissory notes for the
Lenders in the amounts of their respective Commitments under the
Amended Credit Agreement and substantially in the form of the
original Notes under the Existing 364-Day Credit Agreement (but with
notation thereon that such Notes are given in substitution for and
replacement of the original Notes).
SUBPART 4.1.3. PAYMENT OF UPFRONT FEE. The Agent, for the pro
rata benefit of the Lenders, shall have received from the Borrower
payment in full of an upfront fee equal to 2 bps on the Committed
Amount (as increased pursuant to Subpart 3.2).
SUBPART 4.1.4. LEGAL OPINION, ETC. The Agent, for the benefit
of the Lenders, and its counsel shall have received a legal opinion
from the Borrower's General Counsel in form and substance acceptable
to the Agent, together with such corporate authority, officer's
certificates and supporting documentation as the Agent may
reasonably request.
PART V
MISCELLANEOUS
SUBPART 5.1. CROSS-REFERENCES. References in this Amendment
to any Part or Subpart are, unless otherwise specified, to such Part
or Subpart of this Amendment.
SUBPART 5.2. INSTRUMENT PURSUANT TO EXISTING 364-DAY CREDIT
AGREEMENT. This Amendment is a Credit Document executed pursuant to
the Existing 364-Day Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied
in accordance with the terms and provisions of the Existing 364-Day
Credit Agreement.
SUBPART 5.3. REFERENCES IN OTHER CREDIT DOCUMENTS. At such
time as this Amendment shall become effective pursuant to the terms
of SUBPART 4.1, all references in the Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement
as amended by this Amendment.
SUBPART 5.4. REPRESENTATIONS AND WARRANTIES. The Borrower
hereby represents and warrants that:
(a) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by the
Borrower and constitutes the Borrower's legal, valid and binding
obligations, enforceable in accordance with its terms, except as
such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental
authority or third party is required in connection with the
execution, delivery or performance by the Borrower of this
Amendment.
(d) The representations and warranties set forth in Section 5 of
the Amended Credit Agreement are, subject to the limitations set
forth therein, true and correct in all material respects as of the
Amendment No. 1 Effective Date (except for those which expressly
relate to an earlier date).
(e) Subsequent to the execution and delivery of this Amendment
and after giving effect hereto, no Default or Event of Default
exists under the Amended Credit Agreement or any of the other Credit
Documents.
(f) All of the provisions of the Credit Documents, except as
amended hereby, are in full force and effect.
SUBPART 5.5. NO OTHER CHANGES. Except as expressly modified and
amended in this Amendment, all the terms, provisions and conditions of
the Credit Documents shall remain unchanged and shall continue in full
force and effect.
SUBPART 5.6. COUNTERPARTS/TELECOPY. This Amendment may be
executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. Delivery of an
executed counterpart by telecopy shall be effective as an original
and shall constitute a representation that an original will be
delivered.
SUBPART 5.7. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
SUBPART 5.8. SUCCESSORS AND ASSIGNS. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
SUBPART 5.9. ENTIRETY. THIS AMENDMENT, THE AMENDED CREDIT AGREEMENT
AND THE OTHER CREDIT DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE
PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY,
RELATING TO THE SUBJECT MATTER HEREOF. THESE CREDIT DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
SUBPART 5.10. SURRENDER OF OLD PROMISSORY NOTES. Upon the
occurrence of the Amendment No. 1 Effective Date and, if applicable,
receipt of a new promissory note, each Existing Lender hereby agrees to
surrender its original Note under the Existing 364-Day Credit Agreement
to the Borrower for cancellation.
This Amendment No. 1 to Credit Agreement is executed as of the day
and year first written above.
BORROWER: AUTOZONE, INC.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxx, III
Name: Xxxxx X. Xxxx, III
Title: V.P. & Treasurer
By: /s/ Xxxxx X. Xxxxxxxxx, Xx. V.P.
EXISTING
LENDERS: BANK OF AMERICA, N.A.
(formerly known as NationsBank, N.A.),
individually in its capacity as a Lender
and in its capacity as Agent
By: /s/ Xxxxxxx X. Xxxxxx
Name: XXXXXXX X. XXXXXX
Title: Senior Vice President
SUNTRUST BANK, NASHVILLE, N.A.,
individually in its capacity as a Lender and
in its capacity as Syndication Agent
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Vice President
FLEET BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: XXXXXX X. XXXXXXX
Title: Vice President
KEYBANK
By: /s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: Assistant Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
NEW
LENDERS: CITIBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. Xxxxxxx Xxxxxx
Name: J. Xxxxxxx Xxxxxx
Title: Vice President
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE 2.1(A)
LENDERS
COMMITMENT
LENDER PERCENTAGE COMMITMENT
BANK OF AMERICA, N.A. 17.142857142% $60,000,000
Bank of America Corporate Center
NC1-007-16-11
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
SUNTRUST BANK, NASHVILLE, N.A. 17.142857142% $60,000,000
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
THE FIRST NATIONAL BANK OF CHICAGO 14.285714286% $50,000,000
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
FLEET BANK 11.428571429% $40,000,000
One Federal Street
Mail Stop MA OF 0320
Xxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
NORWEST BANK MINNESOTA, N.A. 7.142857143% $25,000,000
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx
Tel: (512) 000- 0000
Fax: (000) 000-0000
FIRST UNION CAPITAL MARKETS CORP. 7.142857143% $25,000,000
000 X. Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
CITIBANK, N.A. 7.142857143% $25,000,000
000 Xxxx Xxxxxx, 00xx Xxxxx/Xxxx 00
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
UNION BANK OF CALIFORNIA, N.A. 7.142857143% $25,000,000
000 Xxxxxxxxxx Xxxxxx 0xx xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Mr. J. Xxxxxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
MERCANTILE BANK NATIONAL ASSOCIATION 7.142857143% $25,000,000
#0 Xxxxxxxxxx Xxxxxx 00xx xxxxx
Xxxxx Xxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
THE CHASE MANHATTAN BANK 4.285714286% $15,000,000
000 Xxxx Xxxxxx 00xx xxxxx
Xxx Xxxx, XX 00000-0000
Attn: Mr. Xxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
TOTAL: 100.0% $350,000,000
SCHEDULE 5.12
LIST OF SUBSIDIARIES
ADAP, Inc.
ALLDATA LLC
AutoZone de Mexico, S. de X.X. de C.V
AutoZone de Puerto Rico, Inc. (Inactive)
AutoZone Development Corporation
AutoZone Leadership, Inc. (in dissolution)
AutoZone Marketing Company (inactive)
AutoZone Properties, Inc.
AutoZone Stores, Inc.
AutoZone Texas, L.P.
AutoZone, Inc.
AutoZoners, Inc.
BBH Development, Inc.
Chief Auto Parts Inc.
DataZone, S. de X.X. de C.V.
Service Zone, S. de X.X. de C.V.
Speedbar, Inc.
TruckZone, Inc.
Zone Compra, S. de X.X. de C.V.
