EXHIBIT 10.3
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT (this "AMENDMENT NO. 2"), dated as of
November 13, 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 and the Agent are parties to that
certain Credit Agreement, dated as of December 20, 1996, as previously
amended as of February 10, 1998 (the "EXISTING CREDIT AGREEMENT"); and
WHEREAS, the Borrower, the Lenders and the Agent have agreed to
execute this Amendment No. 2 for the purposes set forth herein;
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. 2,
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. 2 EFFECTIVE DATE" is defined in SUBPART 2.1.
SUBPART 1.2. OTHER DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 2,
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. 2
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. 2" means Amendment No. 2 to Credit Agreement,
dated as of November 13, 1998, among the Borrower, the Agent and
the Lenders, amending this Credit Agreement as then in effect.
SUBPART 2.2 AMENDMENTS TO SECTION 6.10. SECTION 6.10 is amended by
deleting the reference to "0.45:1.00" contained therein and replacing it
with a reference to "0.50:1.00".
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. AMENDMENT NO. 2 EFFECTIVE DATE. This Amendment shall be
and become effective on such date (the "AMENDMENT NO. 2 EFFECTIVE DATE") on
or prior to November 13, 1998, when all of the conditions set forth in this
SUBPART 3.1 shall have been satisfied, and thereafter, this Amendment No. 2
shall be known, and may be referred to, as "Amendment No. 2."
SUBPART 3.1.1. EXECUTION OF COUNTERPARTS. The Agent shall have
received counterparts of this Amendment No. 2, each of which shall have
been duly executed on behalf of the Borrower, the Agent and the Required
Lenders.
SUBPART 3.1.2. 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. 2 shall be reasonably satisfactory to the Agent and its
counsel.
PART IV
MISCELLANEOUS
SUBPART 4.1 CROSS-REFERENCES. References in this Amendment No. 2 to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment No. 2.
SUBPART 4.2 INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment No. 2 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 4.3 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. 2, 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 4.4 COUNTERPARTS, EFFECTIVENESS, ETC. This Amendment No. 2
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 4.5 GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT NO. 2
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 4.6 SUCCESSORS AND ASSIGNS. This Amendment No. 2 shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.7 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. 2 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. 2 Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be executed by their respective duly authorized officers as of the day
and year first above written.
AUTOZONE, INC.
By /s/ HARRY L. GOLDSMITH
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Title SENIOR VICE PRESIDENT
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By /s/ ROBERT J. HUNT
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Title EVP, CFO
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NATIONSBANK, N.A.,
in its capacity as Agent and
in its individual capacity
as a Lender
By /s/ JOHN E. BALL
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Title SVP
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SUNTRUST BANK, NASHVILLE, N.A.,
individually in its capacity as a Lender
and in its capacity as Co-Agent
By /s/ BRYAN W. FORD
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Title VICE PRESIDENT
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BANK OF AMERICA ILLINOIS
By /s/ JOHN E. BALL
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Title SVP
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THE FIRST NATIONAL BANK OF CHICAGO
By /s/ JOHN D. RUNGER
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John D. Runger
Title MANAGING DIRECTOR
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FIRST UNION NATIONAL BANK
By /s/ ORVILLE KRONK
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Title VP
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FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By /s/ JAMES H. MOORE, JR.
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Title VICE PRESIDENT
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UNION PLANTERS BANK, N.A.
By /s/ LEONARD MCKINNEY
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Title SR. VICE PRESIDENT
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