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 /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
THE CHASE MANHATTAN BANK,
as Agent and a Bank
By /s/ [ILLEGIBLE]
--------------------------------------------
Title: Vice President
PBY CORPORATION, as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
CARRUS SUPPLY CORPORATION,
as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
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THE PEP BOYS - MANNY, MOE & XXXX
OF CALIFORNIA, as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
THE PEP BOYS - MANNY, MOE & XXXX
OF DELAWARE, INC., as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
THE PEP BOYS - MANNY, MOE & XXXX
OF PUERTO RICO, INC., as a Guarantor
By /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President-Finance and Treasurer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ X. Xxxxxxxxx
--------------------------------------------
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By /s/ Xxx Xxxxx
-------------------------------
Title: Director
By /s/ Xxxxx Xxx
-------------------------------
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxx Southern
-------------------------------
Title: Vice President
[Fleet Bank]
By /s/ Xxxxxxxxxxx Xxxxx
-------------------------------
Title: Assistant Vice President
NATIONSBANK, N.A. (CAROLINAS)
By /s/ Xxxxxxx Sparros
-------------------------------
Title: Senior Vice President
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PNC BANK, N.A.
By /s/ [ILLEGIBLE]
-------------------------------
Title: Officer
SUNTRUST BANK, ATLANTA
By /s/ [ILLEGIBLE]
-------------------------------
Title: Group Vice President
By /s/ Xxxxx Xxxxxxxx
-------------------------------
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ [ILLEGIBLE]
-------------------------------
Title: Vice President
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