AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 18, 1998 to the AMENDED AND RESTATED
CREDIT AGREEMENT dated as of April 2, 1995 among THE PEP BOYS - MANNY, MOE &
XXXX., the Banks signatory thereto and THE CHASE MANHATTAN BANK (successor in
interest to The Chase Manhattan Bank (National Association)), 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, 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 "Debt to Capital Ratio" in its entirety to read as follows:
"`Debt to Capital Ratio' shall mean, at any time, the
ratio of (a) all Indebtedness (whether senior or subordinated) of
the Company described in clause (a) of the definition of
"Indebtedness" at such time to (b) all Indebtedness (whether senior
or subordinated) of the Company described in clause (a) of the
definition of "Indebtedness," plus Tangible Net Worth, at such
time."
(b) Section 1.01 of the Credit Agreement is hereby further amended by
deleting the definition of "Senior Funded Debt" in its entirety.
(c) Section 9.07 of the Agreement is hereby amended by restating it in
its entirety to read as follows:
"9.07 Leverage Ratio. The Company will not at any time
permit the Leverage Ratio to exceed (a) 1.75 to 1.0 for the period
from January 31, 1998 through August 1, 1998, (b) 1.65 to 1.0 for
the period from August 2, 1998 through January 30, 1999, and (c) 1.6
to 1.0 thereafter."
(d) 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)
1.75 to 1.0 for the period from January 31, 1998 through January 30,
1999 and (b) 2.5 to 1.0 thereafter."
(e) 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.
------------------------------------------------------------------------------------------------------
Debt to Capital Applicable Margin
Ratio for Eurodollar Loans Commitment Fee Rate Facility Fee Rate
------------------------------------------------------------------------------------------------------
< 0.30 0.125% 0.000% 0.125%
------------------------------------------------------------------------------------------------------
> 0.30 but < = 0.35 0.225% 0.000% 0.125%
------------------------------------------------------------------------------------------------------
> 0.35 but < = 0.40 0.325% 0.025% 0.125%
------------------------------------------------------------------------------------------------------
> 0.40 but < = 0.50 0.400% 0.050% 0.150%
------------------------------------------------------------------------------------------------------
> 0.50 0.625% 0.050% 0.200%"
------------------------------------------------------------------------------------------------------
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;
2
(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.
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.
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/ Xxxxxx Xxxxxx
-------------------------------------------
Title: Vice President-Finance and Treasurer
THE CHASE MANHATTAN BANK,
as Agent and a Bank
By /s/ [ILLEGIBLE]
--------------------------------------------
Title: Vice President
THE PEP BOYS - MANNY, MOE & XXXX
OF CALIFORNIA, as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
3
PBY CORPORATION, as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
THE PEP BOYS - MANNY, MOE & XXXX
OF DELAWARE, INC., as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
THE PEP BOYS - MANNY, MOE & XXXX OF
PUERTO RICO, INC., as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
COLCHESTER INSURANCE COMPANY,
as a Guarantor
By [N/A]
---------------------------------------------
Title:
CARRUS SUPPLY CORPORATION,
as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
4
CORESTATES BANK
By /s/ Xxxxxx Southern
-------------------------------
Title: Vice President
BANK OF AMERICA NT&SA
By /s/ X. Xxxxxxxxx
-------------------------------
Title: Vice President
NATIONSBANK
By /s/ [ILLEGIBLE]
-------------------------------
Title: Senior Vice President
SUN TRUST BANKS INC..
By /s/ [ILLEGIBLE]
-------------------------------
Title: Group Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxx Xxxxx
-------------------------------
Title: Vice President
PNC BANK.
By /s/ [ILLEGIBLE]
-------------------------------
Title: Vice President
5
FLEET BANK
By /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
UNION BANK of California
By /s/ [ILLEGIBLE]
--------------------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ Xxx Xxxxx
--------------------------------
Title: Director
6
