EXHIBIT 99.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of June 5, 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 4.4(b)(i). Subsection 4.4(b)(i) is
hereby amended in its entirety to read as follows:
"(b)(i) If Holdings, the Company or any of its
Subsidiaries shall issue any Capital Stock subsequent to the Closing
Date, 50% of the Net Proceeds thereof (excluding amounts provided by the
Investors or by management of the Company or realized from the
conversion of the Convertible Securities) shall be promptly applied
ratably toward the prepayment of the Loans and reduction of the
Commitments as set forth in clause (v) of this subsection 4.4(b);
provided, however, that so long as the ratio of Consolidated Senior
Funded Indebtedness to Consolidated EBITDA for the four fiscal quarters
most recently ended prior to such issuance for which financial
information is available shall be at or less than 3.25 to 1, the
percentage of Net Proceeds derived from the issuance of Capital Stock
required to be applied toward the prepayment of the Loans and reduction
of the Commitments shall be reduced to zero; provided, further, that in
the event the Company shall issue Capital Stock on or prior to September
30, 2002 for the purpose of purchasing or redeeming in full the
Permanent Subordinated Notes outstanding and such Permanent Subordinated
Notes are purchased or redeemed with the proceeds of such issuance, none
of the Net Proceeds used for the purchase or redemption of the principal
amount of the Permanent Subordinated Notes and for payment of any
redemption premium or accrued interest thereon and any costs and
expenses in connection therewith, shall be required to be applied toward
the prepayment of the Loans and reduction of the Commitments; provided
that any excess of such Net Proceeds after such purchase or redemption
shall be applied toward the prepayment of the Loans and reduction of the
Commitments."
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(b) Amendment to Subsection 8.12. Subsection 8.12 is hereby
amended by adding the following proviso at the end of subclause (a) and
immediately prior to "or (b)":
"; provided, however, the Company may optionally repurchase or redeem in
full the Permanent Subordinated Notes with the proceeds from an issuance
of Capital Stock as contemplated by subsection 4.4(b)(i)".
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 First 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).
(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 First Amendment Effective Date, before
and after giving effect to this Amendment, as if made on the First 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 "First 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 First 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.
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5. Amendment Fee. Immediately prior to the issuance of any Capital
Stock for the purpose of purchasing or redeeming in full the Permanent
Subordinated Notes as contemplated by subsection 4.4(b)(i), the Administrative
Agent shall have received, for the account of each Lender that has executed and
delivered this Amendment on or prior to June 6, 2002, an amendment fee equal to
0.075% of such Lender's Commitments.
6. 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.
7. 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.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. 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: /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Chief Financial Officer &
Treasurer
JPMORGAN CHASE BANK, as
Administrative Agent, Issuing Bank and a
Lender
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
ARES III CLO Ltd.
By: ARES CLO Management, LLC
Its: Investment Manager
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.
Investment Manager
By: Ares CLO XX XX, LLC
Its: Managing Member
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Ares V CLO Ltd.
By: Ares CLO Management V, L.P.
Investment Manager
By: Ares CLO GP V, LLC
Its: Managing Member
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
The CIT Group/Business Credit, Inc.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President/Team Leader
Credit Suisse First Boston
By: /s/ Xxxxxx Xxxx /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxx Xxx X. Xxxxxx
Title:Director Associate
Denali Capital LLC, managing member of:
DC Funding Partners LLC, portfolio manager
for DENALI CAPITAL CLO I. LTD.
By: /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Credit Officer
Firstar Bank N.A.
By: /s/ Xxxxxxx X. Nelmer
-----------------------------------------
Name: Xxxxxxx X. Nelmer
Title: Senior Vice President
Foothill Income Trust II, L.P.
By: /s/ R. Michael [Illegible]
-----------------------------------------
Name: R. Michael [Illegible]
Title:
Franklin CLO I, LTD
By: /s/ Xxxxxxx X'Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Franklin CLO II, LTD
By: /s/ Xxxxxxx X'Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Franklin Floating Rate Master Series
By: /s/ Xxxxxxx X'Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Principal and Portfolio Manager
ING CAPITAL LLC
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
LAGUNA FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.
its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.
its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
OAK HILL CREDIT PARTNERS I, LIMITED
By: Oak Hill CLO Management, LLC
as Investment Manager
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC
as its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC
as its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investments, LLC
as its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
SEQUILS - PILGRIM I, LTD
By: ING Investments, LLC
as its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Textron Financial Corporation
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
TRANSAMERICA BUSINESS CAPITAL
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
UBS AG, Stamford Branch
By: /s/ Xxxxxxx X. Saint
-----------------------------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products Services, US
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director
Banking Products Services, US
Venture CDO 2002, Limited
By: its investment advisor, Barclays Capital
Asset Management Limited,
By: its sub-advisor, Barclays Bank PLC,
New York Branch
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
