Exhibit 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 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, 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 "NOP/Interest Charges Ratio" in its entirety to
read as follows:
"'NOP/Interest Charges Ratio' shall mean, (a) as
at the end of each fiscal quarter occurring during fiscal
year ending January 30, 1999 of the Company, the ratio of
(i) Net Operating Profit for the period of such fiscal
quarter and including any 1999 fiscal quarters prior thereto
to (ii) Interest Expense for such period; and (b) as at any
date of determination after fiscal year ending January 30,
1999, the ratio of (i) Net Operating Profit for the period
of four consecutive fiscal quarters of the Company ending on
or most recently ended prior to such date of determination
to (ii) Interest Expense for such period."
(b) 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 2.25 to 1.0."
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(c) The first paragraph of the Pricing Schedule is hereby amended in
its entirety to read as follows:
"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 for each day after the first quarter
of the Company's fiscal year ending January 30, 1999 on which
the NOP/Interest Charges Ratio is less than 2.5 to 1, the
Facility Fee Rate shall increase by 0.01%."
3. Representations and Warranties.
In order to induce the Majority Banks and the Agents 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.
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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 Borrower shall have paid an amendment fee to the Agent for the
account of each Bank equal to 0.05% 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.
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.
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THE PEP BOYS - MANNY, MOE & XXXX
By______________________________
Title:
THE CHASE MANHATTAN BANK,
as Agent and a Bank
By______________________________
Title:
PBY CORPORATION, as a Guarantor
By______________________________
Title:
CARRUS SUPPLY CORPORATION,
as a Guarantor
By______________________________
Title:
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THE PEP BOYS - MANNY, MOE & XXXX
OF CALIFORNIA, as a Guarantor
By______________________________
Title:
THE PEP BOYS - MANNY, MOE & XXXX
OF DELAWARE, INC., as a Guarantor
By______________________________
Title:
THE PEP BOYS - MANNY, MOE & XXXX
OF PUERTO RICO, INC., as a Guarantor
By______________________________
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By______________________________
Title:
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CREDIT SUISSE FIRST BOSTON
By______________________________
Title:
By______________________________
Title:
FIRST UNION NATIONAL BANK
By______________________________
Title:
[Fleet Bank]
By______________________________
Title:
NATIONSBANK, N.A. (CAROLINAS)
By______________________________
Title:
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PNC BANK, N.A.
By______________________________
Title:
SUNTRUST BANK, ATLANTA
By______________________________
Title:
By______________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
By______________________________
Title:
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