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Exhibit 4.02
AMENDMENT NO. 2, dated as of July 23, 1997 (this "Amendment"), to and
of the Credit Agreement, dated as of October 30, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"; terms used
herein and not otherwise defined herein are used herein as therein defined),
among CSK AUTO, INC., an Arizona corporation (the "Company"), the several
lenders from time to time parties thereto (the "Lenders"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Company has requested that the Lenders and the
Administrative Agent consent to certain matters regarding certain provisions of
the Credit Agreement; and
WHEREAS, the Lenders party hereto and the Administrative Agent are
willing to consent to such matters and to amend the Credit Agreement, but only
on, and subject to, the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual premises and mutual
agreements contained herein and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company, the Lenders party
hereto and the Administrative Agent hereby agree as follows:
SECTION 1. AMENDMENT TO SUBSECTION 8.9 (DEBT TO EBITDA) OF THE CREDIT
AGREEMENT. Subsection 8.9 is hereby amended by deleting, in its entirety, the
first proviso thereof and substituting the following therefor: "PROVIDED, THAT
(i) FOR THE FIRST FISCAL QUARTER SET FORTH BELOW, CONSOLIDATED EBITDA FOR THE
PERIOD OF FOUR FISCAL QUARTERS ENDING ON THE LAST DAY OF SUCH FISCAL QUARTER
SHALL BE DEEMED TO BE THE SUM OF THE CONSOLIDATED EBITDA FOR SUCH FISCAL
QUARTER PLUS THE CONSOLIDATED EBITDA FOR THE IMMEDIATELY PRECEDING FISCAL
QUARTER, MULTIPLIED BY TWO, AND (ii) FOR THE SECOND FISCAL QUARTER SET FORTH
BELOW, CONSOLIDATED EBITDA FOR THE PERIOD OF FOUR FISCAL QUARTERS ENDING ON THE
LAST DAY OF SUCH FISCAL QUARTER SHALL BE DEEMED TO BE THE SUM OF THE
CONSOLIDATED EBITDA FOR SUCH FISCAL QUARTER PLUS THE CONSOLIDATED EBITDA FOR
THE TWO IMMEDIATELY PRECEDING FISCAL QUARTERS, MULTIPLIED BY FOUR THIRDS;".
SECTION 2. EFFECTIVENESS. This Amendment shall become effective as of
May 1, 1997 upon the date that the Administrative Agent shall have received
counterparts of this Amendment, duly executed by the Company, the Required
Lenders and the Administrative Agent.
SECTION 3. CONTINUING EFFECT OF CREDIT AGREEMENT. Except for the
amendments expressly provided herein, the Credit Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its terms.
SECTION 4. COUNTERPARTS. This Amendment may be executed in any number
of counterparts by the parties hereto, and all of said counterparts, when taken
together, shall be deemed to constitute one and the same instrument.
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SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
CSK AUTO, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: President & C.O.O.
THE CHASE MANHATTAN BANK, as
Administrative Agent and a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
AMARA-1 FINANCE, LTD.
By: /s/ Xxxxxx Xxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
BANK POLSKA KASA OPIEKI S.A. -
PEKAO GROUP S.A., New York Branch
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President,
Senior Leading Officer
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CHL LOAN TRADING
By:
-----------------------------
Name:
Title:
CITIBANK, N.A.
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, its
Investment Manager
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
DLJ CAPITAL FUNDING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
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FLEET BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: AVP
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Authorized Signer
XXXXXX COMMERCIAL PAPER INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO,
By: Xxxxxxx Xxxxx Asset
Management, L.P., as
Investment Advisor
By: /s/ Xxxx XxXxxxxx
---------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxx XxXxxxxx
---------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Signatory
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ML CBO IV (CAYMAN) LTD.
By Protective Asset Management, L.L.C.
As Collateral Manager
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx CPA, CFA
Title: President
Protective Asset Management, L.L.C.
NATIONAL BANK OF CANADA, A
CANADIAN CHARTERED BANK, NEW YORK
BRANCH
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK, PLC
By: /s/ X. Xxxxxxxxx Xxxxx
---------------------------------
Name: X. Xxxxxxxxx Xxxxx
Title: Vice President
PRIME INCOME TRUST
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: V.P. Portfolio Manager
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS, B.V.
By: Chancellor LGT Senior Secured Management, Inc.
as Portfolio Advisor
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
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SENIOR DEBT PORTFOLIO,
By: Boston Management and
Research, as Investment
Advisor
By: /s/ Xxxxx X. Page
-------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxx Xxxxxx American Capital
-------------------------------
Name:
Title:
