MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT Dated as of December 4, 2013 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and Swingline Lender and...
Exhibit 10.1
EXECUTION VERSION
MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT
Dated as of December 4, 2013
among
AUTOZONE, INC.,
as Borrower,
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO
AND
BANK OF AMERICA, N.A.,
as Administrative Agent and Swingline Lender
and
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
and
X.X. XXXXXX SECURITIES LLC,
as Joint Lead Arrangers
and
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,
X.X. XXXXXX SECURITIES LLC,
SUNTRUST XXXXXXXX XXXXXXXX, INC.,
U.S. BANK NATIONAL ASSOCIATION,
XXXXX FARGO SECURITIES, LLC
and
BARCLAYS CAPITAL,
as Joint Book Runners
and
SUNTRUST BANK,
U.S. BANK NATIONAL ASSOCIATION,
XXXXX FARGO BANK, NATIONAL ASSOCIATION
and
BARCLAYS BANK PLC,
as Documentation Agents
MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT
Reference is made to the Amended and Restated Credit Agreement dated as of September 13, 2011, as amended, modified, extended or restated from time to time (the “Credit Agreement”) among AutoZone, Inc., the Lenders party thereto, Bank of America, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent. Terms defined in the Credit Agreement are used herein with the same meanings.
1. Each undersigned Lender hereby confirms its Revolving Commitment, effective as of the Effective Date set forth below, to make Loans under the Credit Agreement up to the principal amount of such Revolving Commitment as set forth on Schedule 2.1(a) attached hereto and, if applicable, agrees that its existing Revolving Commitment is hereby replaced. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Lender will, as of the Effective Date, be a party to the Credit Agreement and be bound by the provisions of the Credit Agreement and, to the extent of its Revolving Commitment, have the rights and obligations of a Lender thereunder. Furthermore, each undersigned Lender (together constituting Required Lenders under the Credit Agreement), the Borrower and the Administrative Agent agree that (a) the $250,000,000 increase option pursuant to Section 3.4(b) of the Credit Agreement is hereby “refreshed” as of the Effective Date, (b) to that end, the references to “$250,000,000” and “$1,250,000,000” set forth in Section 3.4(b)(i) of the Credit Agreement are hereby amended to read “$500,000,000” and “$1,500,000,000,” respectively, and (c) in Section 3.4(d) of the Credit Agreement, the words “make a single written request of the Lenders to extend the Termination Date hereunder for an additional period of one (1) year” are hereby replaced with the following “(i) prior to December 4, 2013, make one written request of the Lenders to extend the Termination Date and (ii) after December 4, 2013, make one additional written request of the Lenders to extend the Termination Date then in effect, in each case, for an additional period of one (1) year.”
2. Each undersigned Lender hereby agrees that, pursuant to Section 3.4(d) of the Credit Agreement and effective as of the Effective Date, the Termination Date relating to its Commitment is extended by one (1) year to September 13, 2017, unless otherwise indicated on Schedule 2.1(a) attached hereto.
3. The parties hereto agree that, effective as of the Effective Date, Schedule 2.1(a) to the Credit Agreement is restated in its entirety to read as set forth on Schedule 2.1(a) attached hereto. The Borrower hereby ratifies and reaffirms the Credit Agreement, as amended hereby, and the other Credit Documents and acknowledges and reaffirms that, after giving effect to the increase in the Revolving Commitments pursuant to this Agreement and the other amendments contained herein, it is bound by all terms of this Credit Agreement and the other Credit Documents
4. The Borrower agrees to pay on the Effective Date all fees and expenses relating to this Agreement which are due and payable on such date, including all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx PLLC, special counsel to the Administrative Agent).
5. Subject to (a) receipt by the Administrative Agent of (i) executed signature pages to this Agreement from the Borrower, each Lender party hereto (which, for the avoidance of doubt, must constitute Required Lenders) and the Administrative Agent and (ii) the items required to be delivered by the Borrower pursuant to clauses (A), (C) and (D) of Section 3.4(b)(ii) of the Credit Agreement (to the extent applicable), and (b) payment by the Borrower of the fees set forth in Section 4 above, the Effective Date of the extensions and new Revolving Commitments pursuant to this Agreement shall be December 4, 2013.
6. Nothing contained in this Agreement shall be deemed to constitute a waiver of any rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Credit Documents or under applicable law.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
8. This Agreement shall constitute a Credit Document.
9. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the December 4, 2013.
BORROWER: | AUTOZONE, INC. | |||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Name: | Xxxxxxx X. Xxxxx | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxxx | |||||
Title: | Vice President and Treasurer |
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent | |||||
By: | /s/ Xxx X. Xxxxxx | |||||
Name: | Xxx X. Xxxxxx | |||||
Title: | Vice President |
LENDERS: | BANK OF AMERICA, N.A., as a Lender | |||||
By: | /s/ Xxxxxxx Xxxxxx | |||||
Name: | Xxxxxxx Xxxxxx | |||||
Title: | Vice President |
JPMORGAN CHASE BANK, N.A., as a Lender | ||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxxx | |||||
Title: | Executive Director |
SUNTRUST BANK, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxxxx | |||||
Name: | Xxxxx Xxxxxxx | |||||
Title: | Vice President |
US BANK NATIONAL ASSOCIATION, as a Lender | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxxxx | |||||
Title: | Vice President |
XXXXX FARGO BANK, N.A., as a Lender | ||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxx | |||||
Title: | Director |
BARCLAYS BANK PLC, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Name: | Xxxxx Xxxxxx | |||||
Title: | Director |
KEYBANK NATIONAL ASSOCIATION, as a Lender | ||||||
By: | /s/ Xxxxxxxx X. Xxxx | |||||
Name: | Xxxxxxxx X. Xxxx | |||||
Title: | Senior Vice President |
MIZUHO BANK, LTD., as a Lender | ||||||
By: | /s/ Tenya Mitsuboshi | |||||
Name: | Tenya Mitsuboshi | |||||
Title: | Deputy General Manager |
FIFTH THIRD BANK, as a Lender | ||||||
By: | /s/ Xxxx X. Xxxx | |||||
Name: | Xxxx X. Xxxx | |||||
Title: | Vice President |
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||||||
By: | /s/ Xxxx Xxxxxxx | |||||
Name: | XXXX XXXXXXX | |||||
Title: | SENIOR VICE PRESIDENT |
The Bank of Tokyo Mitsubishi, UFJ Ltd., as a Lender | ||||||
By: | /s/ Xxxxxx Xxxxxxxxx | |||||
Name: | Xxxxxx Xxxxxxxxx | |||||
Title: | Authorized Signatory |
REGIONS BANK, as a Lender | ||||||
By: | /s/ Xxxxx X. Xxxx | |||||
Name: | Xxxxx X. Xxxx | |||||
Title: | Senior Vice President |
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||||||
By: | /s/ Xxxx X. Xxx | |||||
Name: | Xxxx X. Xxx | |||||
Title: | Vice President |
By: | /s/ Xxxxxxxx Xxxxxxx | |||||
Name: | Xxxxxxxx Xxxxxxx | |||||
Title: | Vice President |
TD BANK, N.A., as a Lender | ||||||
By: | /s/ Xxxxxxxxxx Xxxxxxx | |||||
Name: | Xxxxxxxxxx Xxxxxxx | |||||
Title: | Senior Vice President |
COMERICA BANK, as a Lender | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxxx | |||||
Title: | Vice President |
THE NORTHERN TRUST COMPANY, as a Lender | ||||||
By: | /s/ Xxxxxxx Xxxxxx | |||||
Name: | Xxxxxxx Xxxxxx | |||||
Title: | Vice President |
HSBC BANK USA, NA, as a Lender | ||||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||||
Name: | Xxxxxxxx Xxxxxxx | |||||
Title: | Senior Vice President |
SANTANDER BANK, N.A., as a Lender | ||||||
By: | /s/ Xxxxx Xxxx Astorza | |||||
Name: | XXXXX XXXX ASTORZA | |||||
Title: | SVP – CORPORATE BANKING |
THE HUNTINGTON NATIONAL BANK, as a Lender | ||||||
By | /s/ Xxxxxx X. Xxxxx | |||||
Name: | Xxxxxx X. Xxxxx | |||||
Title: | Vice President |
BANK OF THE WEST, as a Lender | ||||||
By: | /s/ Xxxxxxx Xxxxxxxxxx-Xxxxxxxx | |||||
Name: | Xxxxxxx Xxxxxxxxxx-Xxxxxxxx | |||||
Title: | Vice President |
CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender | ||||||
By: | /s/ [illegible] for JV | |||||
Name: | Xxxxx Xxxxxxx | |||||
Title: | Relationship Manager |
COMPASS BANK, as a Lender | ||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Name: | Xxxxxxx Xxxxx | |||||
Title: | Senior Vice President |
BRANCH BANKING AND TRUST COMPANY, as a Lender | ||||||
By: | /s/ R. Xxxxxx Xxxx | |||||
Name: | R. Xxxxxx Xxxx | |||||
Title: | Senior Vice President |
UNION BANK N.A., as a Lender | ||||||
By: | /s/ Xxxxx Xxxxxxxxxx | |||||
Name: | Xxxxx Xxxxxxxxxx | |||||
Title: | Vice President |
Schedule 2.1(a)
LENDERS
Lender |
Commitment Percentage |
Revolving Commitment |
||||||
Bank of America, N.A. |
11.200000000 | % | $ | 140,000,000.00 | ||||
JPMorgan Chase Bank, N.A. |
11.200000000 | % | $ | 140,000,000.00 | ||||
SunTrust Bank |
10.880000000 | % | $ | 136,000,000.00 | ||||
Xxxxx Fargo Bank, National Association |
10.880000000 | % | $ | 136,000,000.00 | ||||
U.S. Bank National Association |
10.880000000 | % | $ | 136,000,000.00 | ||||
Barclays Bank PLC |
10.880000000 | % | $ | 136,000,000.00 | ||||
KeyBank National Association |
2.800000000 | % | $ | 35,000,000.00 | ||||
Mizuho Corporate Bank, Ltd. |
2.800000000 | % | $ | 35,000,000.00 | ||||
Fifth Third Bank |
2.800000000 | % | $ | 35,000,000.00 | ||||
PNC Bank, National Association |
2.800000000 | % | $ | 35,000,000.00 | ||||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
2.800000000 | % | $ | 35,000,000.00 | ||||
Regions Bank |
2.800000000 | % | $ | 35,000,000.00 | ||||
Deutsche Bank AG New York Branch |
2.800000000 | % | $ | 35,000,000.00 | ||||
TD Bank, N.A. |
2.400000000 | % | $ | 30,000,000.00 | ||||
Comerica Bank |
1.440000000 | % | $ | 18,000,000.00 | ||||
The Northern Trust Company |
1.440000000 | % | $ | 18,000,000.00 | ||||
HSBC Bank USA, NA |
1.440000000 | % | $ | 18,000,000.00 | ||||
Santander Bank, N.A. |
1.440000000 | % | $ | 18,000,000.00 | ||||
The Huntington National Bank |
1.440000000 | % | $ | 18,000,000.00 | ||||
Bank of the West |
1.440000000 | % | $ | 18,000,000.00 | ||||
Capital One, National Association |
1.440000000 | % | $ | 18,000,000.00 | ||||
Compass Bank |
1.000000000 | % | $ | 12,500,000.00 | ||||
Branch Banking and Trust Company |
1.000000000 | % | $ | 12,500,000.00 | ||||
Union Bank N.A. |
0.000000000 | % | $ | 0.00 | ||||
Total: |
100.000000000 | % | $ | 1,250,000,000.00 |