Exhibit 10.46
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 22, 1999 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 intends to repurchase up to $200,000,000
of its outstanding common stock;
WHEREAS, in connection with the aforesaid stock repurchase,
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.
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2. Amendments to the Agreement.
(a) Section 9.07 of the Credit Agreement is hereby further
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) 2.35 to 1.0, for the period from January 30,
1999 through January 29, 2000; (b) 2.20 to 1.0,
for the period from January 30, 2000 through
February 3, 2001; (c) 2.0 to 1.0 for the period
from February 4, 2001 to February 2, 2002 and
(d) 1.60 to 1.0, at any time thereafter.
(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: (a) 1.65 to 1.0, for the period
from January 30, 1999 through April 30, 1999;
(b) 1.75 to 1.0, for the period from May 1,
1999 through October 29, 1999; (c) 2.0 to 1.0,
for the period from October 30, 1999 through
January 28, 2000; and (d) 2.50 to 1.0, at any
time thereafter."
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(c) 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; provided that until the Company maintains the NOP/Interest
Charges Ratio at 2.25 to 1.0 or greater, the 'Applicable Margin,'
'Commitment Fee Rate,' and 'Facility Fee Rate' shall be no less
than the per annum rate set forth below in the column under such
term and in the row corresponding to the 'Debt to Capital Ratio'
in the range of 0.45 to < or = 0.50; provided further that, if the
Company's long term debt rating from either Standard & Poor's or
Xxxxx'x Investors Service, Inc. falls below investment grade, the
Applicable Margin for each of the tiers set forth below shall be
increased by an additional 0.25% until the Company's ratings from
both Standard & Poor's or Xxxxx'x Investors Service, Inc. are
investment grade. The aforesaid increase in the percentages set
forth below shall be effective as of the date on which it is
first announced by the applicable rating agency that the
Company's rating has fallen below investment grade.
Debt to Applicable Commitment Facility
Capital Margin for Fee Rate Fee Rate
Ratio Eurodollar
Loans
<0.40 0.425% 0.025% 0.20 %
>0.40 but < or = 0.45 0.50% 0.05% 0.25%
0.45 but < or = 0.50 0.70% 0.05% 0.30%
0.50 but < or = 0.55 0.90% 0.05% 0.35%
> 0.55 1.10% 0.05% 0.40%
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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;
(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;
(c) The Company shall have repurchased more than $50,000,000
of its outstanding common stock; and
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(d) The Company shall have paid to the Agent, for the
account of each Bank that has executed and delivered a
counterpart of this Amendment on or prior to January 22, 1999 (or
advised the Agent in a manner satisfactory to it that such Bank
has executed this Amendment on or prior to January 22, 1999), an
amendment fee equal to 0.20% of the amount of such Bank's
Commitment. The amendment fee shall be payable in two equal
installments, the first installment shall be payable on the date
on which the Company signs this Amendment and the second
installment shall be payable on the date on which the Company
shall have repurchased more than $50,000,000 of its outstanding
common stock.
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.
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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
Title:
THE CHASE MANHATTAN BANK,
as Agent and a Bank
By
Title:
THE PEP BOYS - MANNY, MOE & XXXX
OF CALIFORNIA, as a Guarantor
By_____________________________________
Title:
PBY CORPORATION, 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:
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CARRUS SUPPLY CORPORATION,
as a Guarantor
By_________________________________
Title:
BANK OF AMERICA NT&SA
By_____________________________________
Title:
SUN TRUST BANKS INC..
By_____________________________________
Title:
FIRST UNION NATIONAL BANK
By_____________________________________
Title:
PNC BANK.
By_____________________________________
Title:
FLEET BANK
By_____________________________________
Title:
UNION BANK of CA
By_____________________________________
Title:
CREDIT SUISSE FIRST BOSTON
By__________________________________
Title:
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