1
EXHIBIT 10.1
AMENDMENT ONE
TO CREDIT AGREEMENT
This Amendment One is dated as of June 25, 1997 and is made
among MONRO MUFFLER BRAKE, INC. (the "Borrower"), THE CHASE MANHATTAN BANK
(successor by merger to The Chase Manhattan Bank, N.A.) and FLEET BANK (the
"Lenders"), and THE CHASE MANHATTAN BANK as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent").
STATEMENT OF THE PREMISES
The Borrower, the Lenders and the Agent previously entered
into a Credit Agreement dated as of February 7, 1996 (the "Credit Agreement").
The Borrower has requested that the Lenders increase the amount of the
"Commitments" under the Credit Agreement, extend the "Revolving Credit
Termination Date" under the Credit Agreement, and amend the calculation of the
"Performance Ratio" under the Credit Agreement. The Lenders are willing to do so
upon certain conditions.
STATEMENT OF CONSIDERATION
Accordingly, in consideration of the premises, and under the
authority of Section 5-1103 of the New York General Obligations Law, the parties
hereto agree as follows.
AGREEMENT
1. DEFINED TERMS. The terms "this Agreement", "hereunder" and similar
references in the Credit Agreement shall be deemed to refer to the Credit
Agreement as amended hereby. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Credit Agreement.
2. AMENDMENT. Effective as of June 25, 1997, upon the satisfaction of
all conditions precedent specified in Section 3 hereof, the Credit Agreement is
hereby amended as follows:
2.1 Section 1.1 of the Credit Agreement is amended by changing the
definitions of "COMMITMENT", "PERFORMANCE RATIO" and "REVOLVING CREDIT
TERMINATION DATE" to read in their entirety as follows:
-15-
2
"COMMITMENT" means, with respect to each Lender, the separate
obligation of such Lender to make Revolving Credit Loans under this
Agreement in the following aggregate principal amount specified for
such Lender, as such amount may be reduced pursuant to Section 2.08:
Chase: $25,000,000
Fleet: $25,000,000
===========
Total: $50,000,000
"PERFORMANCE RATIO" means the ratio, computed (for both the
numerator and denominator) as of the end of each fiscal quarter in
respect of the Four Quarter Period which is coterminous with the end of
such fiscal quarter, of (a) the average Consolidated Funded Debt for
the preceding twelve months calculated using the month-end balance for
each month, to (b) the Consolidated EBITDA for the Four Quarter Period
then ended.
"REVOLVING CREDIT TERMINATION DATE" means March 31, 2000.
2.2 Section 8.02 of the Credit Agreement is hereby
amended to read in its entirety as follows:
Section 8.02 PERFORMANCE RATIO. The Borrower shall not
permit the Performance Ratio to exceed 300%.
3. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Amendment One shall
become effective when and only when the following conditions precedent shall
have been fully satisfied:
3.1 The Lenders shall have received all the following
documents, each document being in form and substance satisfactory to the Lenders
and their counsel:
3.1.1 Counterparts of this Amendment One executed
by the Borrower, the Lenders and the Agent;
3.1.2 Notes to each Lender dated as of the date
hereof in face amounts equal to the corresponding total of the increased
Commitments of each Lender, whereupon the existing Notes dated February 7, 1996
shall be marked cancelled and returned to the Borrower and shall be of no
further force and effect.
3.1.3 A Secretarial Certificate of the Borrower
which certifies, among other things, that an attached extract of resolutions of
the Board of Directors of the Borrower approving this Amendment One is true and
complete; and
3.1.4 An opinion of counsel to the Borrower in
substantially the form annexed hereto as Exhibit 1.
3.2 The Borrower shall pay the reasonable legal fees and
disbursements of counsel to the Lenders incurred in connection with the
preparation and closing of this Amendment One.
4. EFFECT ON THE CREDIT AGREEMENT. Except as specifically amended
above, the Credit Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
5. EXECUTION IN COUNTERPARTS. This Amendment One may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all or which taken together shall constitute but
one and the same instrument.
-16-
3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment One to be executed and delivered by their respective representatives
thereunto duly authorized, as of the date first above written.
BORROWER Monro Muffler Brake, Inc.
By /s/ CATHERINE D'AMICO
---------------------------------
Name: Catherine D'Amico
Title: Chief Financial Officer
and Senior Vice President
LENDERS: THE CHASE MANHATTAN BANK
By /s/ PHILIP M. HENDRIX
---------------------------------
Name: Philip M. Hendrix
Title: Vice President
FLEET BANK
By /s/ JEFFREY S. HOLMES
---------------------------------
Name: Jeffrey S. Holmes
Title: Vice President
AGENT: THE CHASE MANHATTAN BANK,
as Agent
By /s/ PHILIP M. HENDRIX
---------------------------------
Name: Philip M. Hendrix
Title: Vice President
-17-