Exhibit 99.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of December 3, 2002 (this "Amendment"), to
the Credit Agreement dated as December 21, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among CSK AUTO,
INC. (the "Company"), the several lenders from time to time parties to the
Credit Agreement (the "Lenders"), JPMORGAN CHASE BANK, as administrative agent
for the Lenders (in such capacity, the "Administrative Agent"), CREDIT SUISSE
FIRST BOSTON, as syndication agent for the Lenders and UBS AG, STAMFORD BRANCH,
as documentation agent for the Lenders.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has requested that the Lenders consent to amend
certain provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to consent to the requested
amendment on and subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms in the Credit
Agreement are used herein as therein defined.
2. Amendments to the Credit Agreement.
(a) Amendment to Subsection 3.1(a)(ii)(A) of the Credit
Agreement. Subsection 3.1(a)(ii)(A) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting, in lieu thereof,
the following new Section 3.1(a)(ii)(A):
"in no event shall any Letter of Credit be issued if after giving
effect thereto the sum of the undrawn amount of all outstanding Letters of
Credit and the amount of all L/C Obligations would exceed $25,000,000 and"
3. Representations and Warranties. To induce the Administrative
Agent and the Lenders parties thereto to enter into this Amendment, the Company
hereby represents and warrants to the Administrative Agent and the Lenders as of
the Second Amendment Effective Date that:
(a) The Company has the corporate power and authority to make and
deliver this Amendment and to perform its obligations under the Credit Documents
to which it is a party, as amended by this Amendment.
(b) This Amendment has been duly executed and delivered by the
Company.
(c) This Amendment and each Credit Document to which the Company is
a party, as amended by this Amendment, constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by principals of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
2
(d) The representations and warranties made by the Company in each
Credit Document to which it is a party and herein are true and correct in all
material respects on and as of the Second Amendment Effective Date, before and
after giving effect to this Amendment, as if made on the Second Amendment
Effective Date, except to the extent that such representations and warranties
expressly relate to a specific earlier date in which case the Company hereby
confirms, reaffirms and restates such representations and warranties as of such
earlier date.
4. Conditions Precedent. This Amendment shall become effective as of
the date (the "Second Amendment Effective Date") when each of the conditions
precedent set forth below shall have been satisfied or waived:
(a) the Administrative Agent shall have received this Amendment,
executed and delivered by a duly authorized officer of the Company, the
Administrative Agent and the Required Lenders; and
(b) on and as of the Second Amendment Effective Date and after
giving effect to this Amendment and the transactions contemplated hereby, no
Default or Event of Default shall have occurred and be continuing.
5. Continuing Effect of Credit Documents. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Credit Documents are and shall remain in full force and
effect in accordance with their respective terms.
6. Expenses. The Company agrees to pay or reimburse the Lenders for
all of their reasonable out-of-pocket costs and expenses incurred in connection
with this Amendment and any other documents prepared in connection herewith, and
consummation of the transactions contemplated hereby and thereby, including the
reasonable fees and expenses of counsel to the Lenders.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Counterparts; Binding Effect. This Amendment may be executed in
any number of counterparts by the parties hereto, each of which counterparts
when so executed shall be an original, but all counterparts taken together shall
constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the relevant signature pages thereof. The execution
and delivery of this Amendment by any Lender shall be binding upon each of its
successors and assigns (including Transferees of its commitments and Loans in
whole or in part prior to effectiveness hereof) and binding in respect of all of
its commitments and Loans, including any acquired subsequent to its execution
and delivery hereof and prior to the effectiveness hereof.
[Balance of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first above written.
CSK AUTO, INC.
By:
----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as
Administrative Agent, Issuing Bank and
a Lender
By:
----------------------------------------
Name:
Title:
