EXHIBIT 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT (this "AMENDMENT NO. 1"), dated as of
February 10, 1998, among AUTOZONE, INC., a Nevada corporation (the
"BORROWER"), the various lending institutions parties hereto (each a
"Lender" and collectively, the "LENDERS"), and NATIONSBANK, N.A., a
national Lending association, as agent for the Lenders (in such capacity,
the "AGENT");
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, United States National Bank of
Oregon ("USNBO") and the Agent entered into that certain Credit Agreement,
dated as of December 20, 1996 (the "EXISTING CREDIT AGREEMENT"); and
WHEREAS, the Borrower has elected to exercise its rights pursuant to
Section 3.4(b) of the Existing Credit Agreement to increase the Revolving
Committed Amount from $275,000,000 to $350,000,000 and the Lenders have
agreed to participate in such increase; and
WHEREAS, USNBO has declined to participate in such increase and has
requested to have its Loans repaid in full and its Revolving Commitment
terminated; and
WHEREAS, immediately prior to the effectiveness of this Amendment No.
1, the Loans of USNBO have been repaid and its Revolving Commitment
terminated; and
WHEREAS, the Borrower, the Lenders and the Agent have agreed to
execute this Amendment No. 1 for purposes of reflecting the increase in the
Revolving Committed Amount from $275,000,000 to $350,000,000 and the
repayment of the Loans of USNBO and the termination of the Revolving
Commitment of USNBO;
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. CERTAIN DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 1,
including its preamble and recitals, have the following meanings (such
meanings to be equally applicable to the singular and plural forms
thereof):
"AMENDED CREDIT AGREEMENT" means the Existing Credit Agreement as
amended hereby.
"AMENDMENT NO. 1 EFFECTIVE DATE" is defined in SUBPART 3.1.
SUBPART 1.2. OTHER DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 1,
including its preamble and recitals, have the meanings provided in the
Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Existing Credit Agreement is hereby amended in
accordance with this PART II. Except as so amended, the Existing Credit
Agreement, the Notes and the other Credit Documents shall continue in full
force and effect.
SUBPART 2.1 AMENDMENTS TO SECTION 1. Section 1 of the Existing
Credit Agreement is hereby amended by inserting, in the alphabetically
appropriate place, the following definitions:
"AMENDMENT NO. 1" means Amendment No. 1 to Credit Agreement,
dated as of February 10, 1998, among the Borrower, the Agent and
the Lenders, amending this Credit Agreement as then in effect.
SUBPART 2.2 AMENDMENTS TO SCHEDULE 2.1(A). SCHEDULE 2.1(A) to the
Existing Credit Agreement is deleted and replaced with SCHEDULE 2.1(A)
attached hereto.
PART III
CONSENTS AND AGREEMENTS
SUBPART 3.1 SECTION 3.4(B). The Borrower acknowledges and agrees
that it shall have no additional rights pursuant to Section 3.4(b) of the
Existing Credit Agreement after the effectiveness of this Amendment No. 1.
The Borrower and the Lenders agree that the execution of this Amendment No.
1 shall satisfy all of the requirements under Section 3.4(b) (including all
notice requirements thereunder).
SUBPART 3.2 USNBO. The Lenders hereby consent to the repayment of
the Loans of USNBO and the termination of the Revolving Commitment of USNBO
and waive any violations of Sections 3.12 and 3.13 of the Existing Loan
Agreement on account of such repayment and termination.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. AMENDMENT NO. 1 EFFECTIVE DATE. This Amendment shall be
and become effective on such date (the "AMENDMENT NO. 1 EFFECTIVE DATE") on
or prior to February 10, 1998, when all of the conditions set forth in this
SUBPART 4.1 shall have been satisfied, and thereafter, this Amendment No. 1
shall be known, and may be referred to, as "Amendment No. 1."
SUBPART 4.1.1. EXECUTION OF COUNTERPARTS. The Agent shall have
received counterparts of this Amendment No. 1, each of which shall have
been duly executed on behalf of the Borrower, the Agent and the Lenders.
SUBPART 4.1.2. REVOLVING NOTES AND COMPETITIVE NOTES. The Agent
shall have received a replacement Revolving Note and a replacement
Competitive Note for each Lender, each of which shall have been duly
executed on behalf of the Borrower. The Lenders agree to return their
existing Revolving Notes and their existing Competitive Notes promptly
after their receipt of the replacement notes therefor.
SUBPART 4.1.3. LEGAL DETAILS, ETC. All documents executed or
submitted pursuant hereto shall be reasonably satisfactory in form and
substance to the Agent and its counsel. The Agent and its counsel shall
have received all information, and such counterpart originals or such
certified or other copies of such originals, as the Agent or its counsel
may reasonably request, and all legal matters incident to the transactions
contemplated by this Amendment No. 1 shall be reasonably satisfactory to
the Agent and its counsel.
PART V
MISCELLANEOUS
SUBPART 5.1 CROSS-REFERENCES. References in this Amendment No. 1 to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment No. 1.
SUBPART 5.2 INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment No. 1 is a document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 5.3 CREDIT DOCUMENTS. The Borrower hereby confirms and
agrees that the Credit Documents are, and shall continue to be, in full
force and effect, and hereby ratifies and confirms in all respects its
obligations thereunder, except that, upon the effectiveness of, and on and
after the date of, this Amendment No. 1, all references in each Credit
Document to the "Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Existing Credit Agreement shall mean the
Amended Credit Agreement.
SUBPART 5.4 COUNTERPARTS, EFFECTIVENESS, ETC. This Amendment No. 1
may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 5.5 GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT NO. 1
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.
SUBPART 5.6 SUCCESSORS AND ASSIGNS. This Amendment No. 1 shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 5.7 REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants to the Agent and the Lenders that (i) the representations and
warranties made in Section 5 of the Existing Credit Agreement are true and
correct on and as of the Amendment No. 1 Effective Date as though made on
such date and (ii) no Default or Event of Default has occurred and remains
uncured as of the Amendment No. 1 Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be executed by their respective duly authorized officers as of the day
and year first above written.
AUTOZONE, INC.
By /s/ Robert J. Hunt
-----------------------
Title EVP & CFO
By /s/ Harry L. Goldsmith
------------------------
Title S.V.P.
NATIONSBANK, N.A.,
in its capacity as Agent and
in its individual capacity
as a Lender
By /s/ Mark D. Halmrast
------------------------
Mark D. Halmrast
Title Vice President
SUNTRUST BANK, NASHVILLE, N.A.,
individually in its capacity as a Lender
and in its capacity as Co-Agent
By /s/ Bryan W. Ford
-------------------------
Bryan W. Ford
Title Vice President
Bank of America NT & SA,
successor by merger to
BANK OF AMERICA ILLINOIS
By /s/ Sandra S. Ober
---------------------------
Sandra S. Ober
Title Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Catherine A. Muszynski
----------------------------
Catherine A. Muszynski
Title Vice President
FIRST UNION NATIONAL BANK OF
TENNESSEE
By /s/ Robert T. Page
-------------------------------
Title VP
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By /s/ Joseph M. Evangelisti
-------------------------------
Title SVP
UNION PLANTERS BANK, N.A.
By /s/ Leonard McKinnon
--------------------------------
Title Senior Vice President
SCHEDULE 2.1(A)
LENDERS
Commitment Revolving
LENDER PERCENTAGE COMMITMENT
NationsBank, N.A. 21.4285714% $75,000,000.00
NationsBank Corporate Center
NC1007-8-7
Charlotte, NC 28255
Attn: Jeb Ball
Tel: (704) 386-9718
Fax: (704) 388-0373
SunTrust Bank, Nashville, N.A. 20.0000000% $70,000,000.00
6410 Poplar Avenue
Suite 320
Memphis, TN 38119
Attn: Bryan W. Ford
Tel: (901) 766-7561
Fax: (901) 766-7565
Bank of America Illinois 18.5714286% $65,000,000.00
231 S. LaSalle
Chicago, IL 60697
Attn: Casey Cosgrove
Tel: (312) 828-3092
Fax: (312) 828-6269
The First National Bank of Chicago 14.2857143% $50,000,000.00
One First National Plaza
Mail Suite 0086
Chicago, IL 60670-0324
Attn: Cathy Muszynski
Tel: (312) 732-7634
Fax: (312) 732-1117
First Union National Bank 12.8571429% $45,000,000.00
150 4th Avenue
2nd Floor
Nashville, TN 37219
Attn: Larry Fuschino
Tel: (615) 251-0857
Fax: (615) 251-0894
Union Planters National Bank 7.1428571% $25,000,000.00
6200 Poplar Avenue
4th Floor
Memphis, TN 38119
Attn: Leonard McKinnon
Tel: (901) 580-5481
Fax: (901) 580-5451
First Tennessee Bank National Association 5.7142857% $20,000,000.00
165 Madison Avenue, 9th Floor
Memphis, TN 38103
Attn: Jim Moore
Tel: (901) 523-4108
Fax: (901) 523-4267
Total: 100% $350,000,000.00