CREDIT AGREEMENT

Exhibit 10.1

Execution Copy

CREDIT AGREEMENT

Dated as of July 11, 2008

among

O’REILLY AUTOMOTIVE, INC.,

as the Lead Borrower

for

The Other Borrowers From Time to Time Party Hereto,

The Guarantors From Time to Time Party Hereto,

BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent,

Swing Line Lender and L/C Issuer,

and

The Other Lenders From Time to Time Party Hereto

LEHMAN COMMERCIAL PAPER INC.,

as Syndication Agent

JPMORGAN CHASE BANK, N.A.

BRANCH BANKING AND TRUST COMPANY and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Co-Documentation Agents

BANC OF AMERICA SECURITIES LLC

and LEHMAN BROTHERS INC.,

as Joint Lead Arrangers

BANC OF AMERICA SECURITIES LLC

LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

BB&T CAPITAL MARKETS and

GENERAL ELECTRIC CAPITAL MARKETS, INC.,

as Joint Book Runners

WELLS FARGO RETAIL FINANCE, LLC

SUNTRUST BANK, NA

BURDALE CAPITAL FINANCE, INC. and

U.S. BANK NATIONAL ASSOCIATION,

as Senior Managing Agents

TABLE OF CONTENTS

(i)

(ii)

(iii)

(iv)

(v)

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of July 11, 2008, among

O’REILLY AUTOMOTIVE, INC., a Missouri corporation (the “ Lead Borrower ”);

the Persons named on Schedule 1.01 hereto (collectively, with the Lead Borrower and each other Person that from time to time becomes a “Borrower” hereunder, the “ Borrowers ”);

the Subsidiaries of the Lead Borrower named on Schedule 1.02 hereto;

each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”);

BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer;

LEHMAN COMMERCIAL PAPER INC., as Syndication Agent; and

JPMORGAN CHASE BANK, N.A., BRANCH BANKING AND TRUST COMPANY, AND GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Accelerated Borrowing Base Delivery Event ” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Availability at least equal to twenty percent (20%) of the Loan Cap. For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (i) so long as such Event of Default is continuing, and/or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to maintain Availability as required in the immediately preceding sentence, until Availability has equaled or exceeded twenty percent (20%) of the Loan Cap for forty-five (45) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ Accommodation Payment ” has the meaning specified in Section 10.21(d) .

“ Account ” means “account” as defined in the UCC, and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or charge card or information contained on or for use with the card.

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“ ACH ” means automated clearing house transfers.

“ Acquisition ” means, with respect to any Person, (a) an Investment in, or a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of Store locations of any Person for which the aggregate consideration payable in connection with such acquisition is $50,000,000 or more in any single transaction or $100,000,000 or more in the aggregate in any twelve (12) month period, in each case in any transaction or group of transactions which are part of a common plan.

“ Act ” has the meaning specified in Section 10.17 .

“ Adjusted LIBO Rate ” means, with respect to any LIBO Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent (1%)) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. The Adjusted LIBO Rate will be adjusted automatically as to all LIBO Borrowings then outstanding as of the effective date of any change in the Statutory Reserve Rate.

“ Adjustment Date ” means the first day of each Fiscal Quarter, commencing September 30, 2008.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent(s) ” means, individually, the Administrative Agent or the Collateral Agent, and collectively means both of them.

“ Agent Parties ” has the meaning specified in Section 10.02(c) .

“ Aggregate Commitments ” means the sum of the Aggregate Tranche A Commitments of all the Tranche A Lenders and the Aggregate Tranche A-1 Commitments of all the Tranche A-1 Lenders.

“ Aggregate Tranche A Commitments ” means, at any time, the sum of the Tranche A Commitments at such time. As of the Closing Date, the Aggregate Tranche A Commitments are $1,075,000,000.

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“ Aggregate Tranche A-1 Commitments ” means, at any time, the sum of the Tranche A-1 Commitments at such time. As of the Closing Date, the Aggregate Tranche A-1 Commitments are $125,000,000.

“ Agreement ” means this Credit Agreement.

“ Allocable Amount ” has the meaning specified in Section 10.21(d) .

“ Applicable Margin ” means:

(a) From and after the Closing Date until the first Adjustment Date, the percentages set forth in Level III of the pricing grid below; and

(b) From and after the first Adjustment Date, the Applicable Margin shall be determined from the following pricing grid based upon the Average Daily Availability for the Fiscal Quarter ended immediately preceding such Adjustment Date; provided , however, that through March 31, 2009, the Applicable Margin shall not be established at Level I or Level II (even if the Average Daily Availability requirements for Level I or Level II have been met); provided further that notwithstanding anything to the contrary set forth herein, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable Margin to that set forth in Level IV (even if the Average Daily Availability requirements for a different Level have been met and without limiting the right of the Administrative Agent or the Required Lenders to charge interest at the Default Rate as provided in Section 2.08(b) ); provided further if the Loan Parties’ financial statements or Borrowing Base Certificates are at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in such financial statements or any Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at the rate set forth in Level IV for any applicable periods and shall be due and payable (to the extent not already paid) on demand.

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“ Applicable Percentage ” means (a) with respect to each Credit Extension under the Tranche A Commitments, the Tranche A Applicable Percentage, (b) with respect to each Credit Extension under the Tranche A-1 Commitments, the Tranche A-1 Applicable Percentage, and (c) with respect to each Lender, that percentage that the sum of the Tranche A Commitment and Tranche A-1 Commitment of such Lender bears to the aggregate of the Tranche A Commitments and Tranche A-1 Commitments of all Lenders hereunder, in each case as the context provides. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means, at any time of calculation, (a) with respect to Commercial Letters of Credit, a per annum rate equal to fifty percent (50%) of the Applicable Margin for Tranche A Loans which are LIBO Rate Loans, and (b) with respect to Standby Letters of Credit, a per annum rate equal to the Applicable Margin for Tranche A Loans which are LIBO Rate Loans.

“ Appraised Value ” means (a) with respect to Eligible Inventory, the appraised orderly liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of the Eligible Inventory as set forth in the Borrowers’ inventory stock ledger, which value shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent (in the case of any appraisal after the Closing Date, pursuant to Section 6.10(b) hereof), or (b) with respect to Eligible Real Estate, the fair market value of the Eligible Real Estate as set forth in the most recent appraisal of the Eligible Real Estate as determined from time to time by an independent appraiser engaged by the Administrative Agent (in the case of any appraisal after the Closing Date, pursuant to Section 6.10(b) hereof), which appraisal shall assume, among other things, a marketing time of not greater than twelve (12) months (unless a longer period is otherwise agreed to by the Administrative Agent) or less than three (3) months.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means, collectively, Banc of America Securities LLC and Lehman Brothers Inc., in their capacities as joint lead arrangers.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

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“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)) , and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation (other than any Capital Lease Obligation), the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital lease.

“ Audited Financial Statements ” means, collectively, (a) the audited consolidated balance sheet of the Lead Borrower and its Subsidiaries for the fiscal year ended December 31, 2007, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Lead Borrower and its Subsidiaries, including the notes thereto, and (b) the audited consolidated balance sheet of CSK and its Subsidiaries for the fiscal year ended February 3, 2008, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of CSK and its Subsidiaries, including the notes thereto.

“ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

“ Availability ” means, as of any date of determination thereof by the Administrative Agent, the result, if a positive number, of:

(a) The Loan Cap as of such date

Minus

(b) The Total Outstandings on such date.

“ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .

“ Availability Reserves ” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion, in accordance with the provisions of Section 2.01(b) , as being appropriate (a) to reflect the impediments to the Agents’ ability to realize upon the Collateral included in the Borrowing Base, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Collateral included in the Borrowing Base, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of any Loan Party, (d) to reflect that a Default or an Event of Default then exists, or (e) as Bank Product Reserves and Cash Management Reserves.

“ Average Daily Availability ” means, as of any date of determination, the average daily Availability for the immediately preceding Fiscal Quarter.

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“ Bank of America ” means Bank of America, N.A. and its successors.

“ Bank Products ” means any services of facilities provided to any Loan Party or any Subsidiary by a Lender or any of its Affiliates, including, without limitation, on account of (a) corporate credit cards, (b) credit or debit card processing services, (c) Swap Contracts, (d) purchase cards, and (e) leasing, but excluding Cash Management Services.

“ Bank Products Reserves ” means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion, in accordance with the provisions of Section 2.01(b) , as reflecting the liabilities of the Loan Parties with respect to Bank Products then provided or outstanding.

“ Blocked Account ” has the meaning specified in Section 6.13(a)(ii) .

“ Blocked Account Agreement ” means, with respect to a Blocked Account established by a Loan Party, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, establishing Control (as defined in the Security Agreement) of such account by the Collateral Agent and whereby the bank maintaining such account agrees, upon the occurrence and during the continuance of a Cash Dominion Event (and delivery of notice thereof from the Administrative Agent to the Lead Borrower and the Blocked Account Bank party to such agreement) to comply only with the instructions originated by the Collateral Agent without the further consent of any Loan Party.

“ Blocked Account Bank ” means each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrowers ” has the meaning specified in the introductory paragraph hereto.

“ Borrowing ” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“ Borrowing Base ” means, at any time of calculation, the sum of the Tranche A Borrowing Base and, as long as the Tranche A-1 Commitments have not been terminated in full in accordance with the provisions hereof, Incremental Availability.

“ Borrowing Base Certificate ” means a certificate substantially in the form of Exhibit E hereto (with such changes therein as may be required by the Administrative Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed by a Responsible Officer of the Lead Borrower.

“ Business ” means the sale at retail or wholesale of automotive parts, tools, accessories, oil, paint, and related chemical products and related equipment.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

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“ Capital Expenditures ” means, with respect to any Person for any period and without duplication, (a) all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, less (b) any expenditure which is contractually required to be, and is, reimbursed to such Person in cash by a third party (including landlords and developers) during such period of calculation. For purposes of this definition, the purchase price of equipment that is purchased substantially contemporaneously with the trade-in or sale of similar equipment or with insurance proceeds therefrom shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted to such Person for the equipment being traded in by the seller of such new equipment, the proceeds of such sale or the amount of the insurance proceeds, as the case may be.

“ Capital Lease Obligations ” means, with respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Cash Collateral Account ” means an account established by one or more of the Loan Parties with Bank of America, in the name of the Collateral Agent (or as the Collateral Agent shall otherwise direct) and under the sole and exclusive dominion and control of the Collateral Agent, in which deposits are made in accordance with Section 2.03(g) or Section 8.02(c) .

“ Cash Collateralize ” has the meaning specified in Section 2.03(g) .

“ Cash Dominion Event ” means either (a) the occurrence and continuance of any Event of Default, or (b) the failure of the Borrowers to maintain Availability at least equal to fifteen percent (15%) of the Loan Cap for five (5) consecutive Business Days. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (i) so long as such Event of Default is continuing, and/or (ii) if the Cash Dominion Event arises as a result of the Borrowers’ failure to maintain Availability as required under the immediately preceding sentence, until Availability has equaled or exceeded fifteen percent (15%) of the Loan Cap for forty-five (45) consecutive calendar days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event may be discontinued no more than twice in any twelve (12) consecutive month period.

“ Cash Management Reserves ” means such reserves as the Administrative Agent, from time to time, determines in its Permitted Discretion, in accordance with the provisions of Section 2.01(b) , as reflecting the reasonably anticipated liabilities of the Loan Parties with respect to Cash Management Services then provided or outstanding.

“ Cash Management Services ” means any one or more of the following types of services or facilities provided to any Loan Party by a Lender or any of its Affiliates: (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services and (c) foreign exchange facilities.

“ Cash Receipts ” has the meaning specified in Section 6.13(c) .

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“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency.

“ CFC ” means a Subsidiary that is (i) a controlled foreign corporation under Section 957 of the Code, (ii) a Subsidiary substantially all of the assets of which consist of Equity Interests in Subsidiaries described in clause (i) of this definition, or (iii) an entity treated as disregarded for United States federal income tax purposes that owns more than 65% of the voting Equity Interests of a Subsidiary described in clauses (i) or (ii) of this definition.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the Equity Interests of the Lead Borrower entitled to vote for members of the board of directors or equivalent governing body of the Lead Borrower on a fully-diluted basis; or

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Lead Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(c) any “change in control” or similar event as defined in any document governing Material Indebtedness of any Loan Party; or

(d) the Lead Borrower fails at any time after the Merger Date to own, directly or indirectly, 100% of the Equity Interests of each other Borrower free and clear of all Liens (other than the Liens in favor of the Collateral Agent), except where such failure is as a result of a transaction permitted by this Agreement.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

“ Code ” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect.

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“ Co-Documentation Agents ” means JPMorgan Chase Bank, N.A., Branch Banking & Trust Company, and General Electric Capital Corporation, in their capacities as Co-Documentation Agents.

“ Collateral ” means any and all “Collateral” or “Mortgaged Property” as defined in any applicable Security Document and all other property of any Loan Party that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Collateral Agent.

“ Collateral Access Agreement ” means an agreement substantially in the form attached hereto as Exhibit H or otherwise reasonably satisfactory in form and substance to the Agents executed by (a) a bailee or other Person in possession of Collateral, or (b) a landlord of Real Estate leased by any Loan Party, pursuant to which such Person (i) acknowledges the Collateral Agent’s Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral held by such Person or located on such Real Estate and agrees not to exercise upon such Person’s Liens, and (iii) as to any landlord (x) provides the Collateral Agent with access to the Collateral located in or on such Real Estate and a reasonable time to sell and dispose of the Collateral from such Real Estate, and (y) agrees to give the Collateral Agent reasonable prior notice before terminating the lease covering such Real Estate and an opportunity to cure any default of the applicable tenant if the Collateral Agent so elects.

“ Collateral Agent ” means Bank of America, acting in such capacity for its own benefit and the ratable benefit of the other Credit Parties, or any successor collateral agent in such capacity.

“ Commercial Letter of Credit ” means any letter of credit or similar instrument (including, without limitation, bankers’ acceptances) issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower.

“ Commitment ” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01 , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Committed Borrowing ” means a borrowing, conversion or continuation of Committed Loans on a single date, of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the applicable Lenders pursuant to Section 2.01 .

“ Committed Loan ” has the meaning specified in Section 2.01 .

“ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to Section 2.02(c) which, if in writing, shall be substantially in the form of Exhibit A .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ Concentration Account ” has the meaning specified in Section 6.13(c) .

“ Consent ” means actual consent given by a Lender from whom such consent is sought; provided that, if within fourteen (14) Business Days after receipt of written notice to a Lender from the Administrative Agent of a proposed course of action to be followed by the Administrative Agent and requesting such Lender’s consent, such Lender shall not have given the Administrative Agent written notice of its consent, then such failure shall be deemed that Lender’s objection to such course of action.

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“ Consolidated ” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

“ Consolidated EBITDA ” means, at any date of determination, an amount equal to Consolidated Net Income for the most recently completed Measurement Period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income Taxes, (iii) depreciation and amortization expense, (iv) all non-cash charges and non-cash items for stock based compensation, (v) costs, fees and expenses arising from or related to the consummation of, or otherwise in connection with, the Tender Offer, the Merger, the Loan Documents and the other transactions occurring on the Closing Date, (vi) costs, fees and expenses arising from or related to the consummation of, or otherwise in connection with, any Acquisition after the Closing Date, (vii) restructuring charges or reserves (including costs related to the closure or consolidation of facilities and termination and relocation benefits) in connection with the Tender Offer, the Merger and the other transactions occurring on the Closing Date or in connection with any Acquisition consummated after the Closing Date, in each case, in an amount approved by the Administrative Agent in writing, such approval not to be unreasonably withheld, (viii) any expenses or charges incurred in connection with any issuance (or proposed issuance) of Indebtedness or Equity Interests or any refinancing transaction (or proposed refinancing transaction) or any amendment or other modification (or proposed amendment or modification) of any Indebtedness, and (ix) any other non-recurring expenses or non-cash charges which do not represent a cash item in such period or any future period (in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period), minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits (to the extent not accounted for in calculating the amount in clause (a)(ii) above of this definition), and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period), all as determined on a Pro Forma Basis.

For purposes of determining Consolidated EBITDA for any period of fewer than twelve (12) Fiscal Months completed after the Closing Date, Consolidated EBITDA shall be (i) Consolidated EBITDA for the Fiscal Month ended July 31, 2008 multiplied by twelve (12), (ii) Consolidated EBITDA for the two (2) Fiscal Months ended August 31, 2008 multiplied by six (6), (iii) Consolidated EBITDA for the three (3) Fiscal Months ended September 30, 2008 multiplied by four (4), (iv) Consolidated EBITDA for the four (4) Fiscal Months ended October 31, 2008 multiplied by three (3), (v) Consolidated EBITDA for the five (5) Fiscal Months ended November 30, 2008 multiplied by 12/5, (vi) Consolidated EBITDA for the six (6) Fiscal Months ended December 31, 2008 multiplied by two (2), (vii) Consolidated EBITDA for the seven (7) Fiscal Months ended January 31, 2009 multiplied by 12/7, (viii) Consolidated EBITDA for the eight (8) Fiscal Months ended February 28, 2009 multiplied by 3/2, (ix) Consolidated EBITDA for the nine (9) Fiscal Months ended March 31, 2009 multiplied by 4/3, (x) Consolidated EBITDA for the ten (10) Fiscal Months ended April 30, 2009 multiplied by 6/5, and (xi) Consolidated EBITDA for the eleven (11) Fiscal Months ended May 31, 2009 multiplied by 12/11.

“ Consolidated Fixed Charge Coverage Ratio ” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA for the most recently completed Measurement Period, minus (ii) Capital Expenditures paid in cash during such period, minus (iii) the aggregate amount of federal, state, local and foreign income taxes paid in cash during such period, to (b) the sum of (i) Debt Service Charges plus (ii) the aggregate amount of all Restricted Payments paid in cash, in each case, of or by the Lead Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis.

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For purposes of determining Debt Service Charges in connection with the calculation of Consolidated Fixed Charge Coverage Ratio for any period of fewer than twelve (12) Fiscal Months completed after the Closing Date, Debt Service Charges shall be (i) Debt Service Charges for the Fiscal Month ended July 31, 2008 multiplied by twelve (12), (ii) Debt Service Charges for the two (2) Fiscal Months ended August 31, 2008 multiplied by six (6), (iii) Debt Service Charges for the three (3) Fiscal Months ended September 30, 2008 multiplied by four (4), (iv) Debt Service Charges for the four (4) Fiscal Months ended October 31, 2008 multiplied by three (3), (v) Debt Service Charges for the five (5) Fiscal Months ended November 30, 2008 multiplied by 12/5, (vi) Debt Service Charges for the six (6) Fiscal Months ended December 31, 2008 multiplied by two (2), (vii) Debt Service Charges for the seven (7) Fiscal Months ended January 31, 2009 multiplied by 12/7, (viii) Debt Service Charges for the eight (8) Fiscal Months ended February 28, 2009 multiplied by 3/2, (ix) Debt Service Charges for the nine (9) Fiscal Months ended March 31, 2009 multiplied by 4/3, (x) Debt Service Charges for the ten (10) Fiscal Months ended April 30, 2009 multiplied by 6/5, and (xi) Debt Service Charges for the eleven (11) Fiscal Months ended May 31, 2009 multiplied by 12/11.

“ Consolidated Funded Indebtedness ” means, as of any date of determination, for the Lead Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the outstanding principal amount of the Loans hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts payable, other accrued expenses and deferred compensation in the ordinary course of business and (ii) unsecured obligations owing to vendors under any vendor factoring line), (e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Lead Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Lead Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Lead Borrower or such Subsidiary and except to the extent that the Lead Borrower’s or such Subsidiary’s liability for such Indebtedness is otherwise limited.

“ Consolidated Interest Charges ” means, for any Measurement Period, and without duplication, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, but excluding any non-cash or deferred interest financing costs, upfront fees and expenses in connection with the Loans and the Commitments, amortization of deferred financing fees and financing costs and amortization of original issue discount on any Indebtedness, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by the Lead Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis, provided that there shall be excluded from Consolidated Interest Charges any such charges of any Person which accrued prior to the date it becomes a Subsidiary of the Lead Borrower or is merged into or consolidated with the Lead Borrower or any of its Subsidiaries.

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“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

“ Consolidated Net Income ” means, as of any date of determination, the net income of the Lead Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP, provided , however , that there shall be excluded (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the income (or loss) of such Person during such Measurement Period in which any other Person which is not a Loan Party or a Subsidiary has a joint interest with a Loan Party or any of its Subsidiaries, except to the extent of the amount of cash dividends or other distributions actually paid in cash to such Person during such period, (b) the income (or loss) of such Person during such Measurement Period and accrued prior to the date it becomes a Subsidiary of the Lead Borrower or any of the Lead Borrower’s Subsidiaries or is merged into or consolidated with the Lead Borrower or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, and (c) the income of any direct or indirect Subsidiary of the Lead Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“ Contractual Obligation ” means, as to any Person, any provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Cost ” means, with respect to the Inventory of the Lead Borrower and its Subsidiaries, the lower of cost (based on the last vendor cost) or market value of Inventory reflected in the stock ledger of the Lead Borrower and such Subsidiaries, based upon the such Loan Parties’ accounting practices, known to the Administrative Agent, which practices are in effect on the Closing Date, provided that “Cost” shall not include inventory capitalization costs, warehouse and handling costs, or other non-purchase price charges (such as freight) used in the calculation of cost of goods sold.

“ Covenant Compliance Event ” means that Availability at any time is less than ten percent (10%) of the Loan Cap. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Availability has equaled or exceeded ten percent (10%) of the Loan Cap for sixty (60) consecutive calendar days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ Credit Card Notification ” has the meaning specified in Section 6.13(a)(i) .

“ Credit Card Receivables ” means each “Account” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a major credit or debit card issuer (including, but not limited to, Visa, Mastercard, Discovercard, and American Express and such other issuers approved by the Administrative Agent) to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.

“ Credit Extensions ” mean each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

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“ Credit Party ” or “ Credit Parties ” means (a) individually, (i) each Lender and its Affiliates, (ii) each Agent, (iii) each L/C Issuer, (iv) each Arranger, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) each Person providing Cash Management Services or Bank Products to a Loan Party or a Subsidiary, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

“ CSK ” means CSK Auto Corporation, a Delaware corporation.

“ Customer Credit Liabilities ” means, at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) without duplication of any items that are otherwise addressed or excluded through eligibility criteria, outstanding merchandise credits and customer deposits of the Borrowers.

“ DDA ” means each checking, savings or other demand deposit account maintained by any of the Loan Parties. All funds in each DDA (other than any payroll, trust and tax withholding accounts) shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

“ Debt Service Charges ” means, for any Measurement Period, the sum of (a) Consolidated Interest Charges paid in cash or required to be paid in cash for such Measurement Period (net of interest income for such Measurement Period), plus (b) the principal amount of all scheduled amortization payments made or required to be made on account of Indebtedness (excluding the Obligations and any Synthetic Lease Obligations but including, without limitation, Capital Lease Obligations) for such Measurement Period, in each case determined on a Consolidated basis.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees and Tranche A-1 Loans, an interest rate equal to (i) the Prime Rate plus (ii) the Applicable Margin applicable to Tranche A Loans which are Prime Rate Loans, plus (iii) 2% per annum; provided , however , that with respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, (b) when used with respect to Obligations which are Tranche A-1 Loans, an interest rate equal to (i) the Prime Rate plus (ii) the Applicable Margin applicable to Tranche A-1 Loans which are Prime Rate Loans, plus (iii) 2% per annum; provided , however , that with respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (c) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Standby Letters of Credit or Commercial Letters of Credit, as applicable, plus 2% per annum.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

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“ Dilution Reserve ” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion, in accordance with the provisions of Section 2.01(b) , as reflecting dilution of Eligible Credit Card Receivables or Eligible Non-Credit Card Receivables.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction), whether in one transaction or in a series of transactions of any property (including, without limitation, any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. !

“ Disqualified Stock ” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that do not constitute Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or redeemable (other than solely for Equity Interests that do not constitute Disqualified Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Maturity Date; provided , however , that (i) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.

“ Dollars ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ Eligible Assignee ” means (a) a Lender or any of its Affiliates; (b) a bank, insurance company, or company engaged in the business of making commercial loans, which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved Fund; (d) any Person to whom a Credit Party assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Credit Party’s rights in and to a material portion of such Credit Party’s portfolio of asset based credit facilities; and (e) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Lead Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries.

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“ Eligible Credit Card Receivables ” means, at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide amounts due to a Borrower from a credit card payment processor and/or credit card issuer, and in each case originated in the ordinary course of business of such Borrower, (ii) as to which the Lead Borrower has not received written notice from the Administrative Agent that such Credit Card Receivable is not acceptable to the Administrative Agent in its Permitted Discretion for inclusion in the Borrowing Base (which notice shall be furnished no less than five (5) Business Days prior to the date that such Credit Card Receivable shall become unacceptable for inclusion in the Borrowing Base (during which period the Administrative Agent shall be available to discuss in good faith any such Credit Card Receivable with the Lead Borrower)), and (iii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (k) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, a credit card payment processor, or credit card issuer pursuant to the terms of any agreement or understanding) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Credit Card Receivable. Any Credit Card Receivables meeting the foregoing criteria shall be deemed Eligible Credit Card Receivables but only as long as such Credit Card Receivable is not included within any of the following categories, in which case such Credit Card Receivable shall not constitute an Eligible Credit Card Receivable:

(a) Credit Card Receivables which do not constitute an “Account” (as defined in the UCC);

(b) Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale;

(c) Credit Card Receivables with respect to which a Borrower does not have good, and valid title, free and clear of any Lien (other than Liens granted to the Collateral Agent and other Permitted Encumbrances);

(d) Credit Card Receivables that are not subject to a first priority security interest in favor of the Collateral Agent (other than Permitted Encumbrances having priority over the Lien of the Collateral Agent under applicable Law) (it being the intent that chargebacks in the ordinary course by such processors shall not be deemed violative of this clause);

(e) Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (but only to the extent of such claim, counterclaim, offset or chargeback);

(f) Credit Card Receivables as to which the processor has the right under certain circumstances to require a Borrower to repurchase the Accounts from such credit card processor;

(g) Credit Card Receivables due from an issuer or payment processor of the applicable credit card which is the subject of any bankruptcy or insolvency proceedings;

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(h) Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable issuer with respect thereto;

(i) Credit Card Receivables which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

(j) Credit Card Receivables which are evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Collateral Agent and, to the extent necessary or appropriate, endorsed to the Collateral Agent; or

(k) Credit Card Receivables arising from the use of a private label or co-branded credit card.

“ Eligible Inventory ” means, as of the date of determination thereof, items of Inventory of a Borrower that (i) are finished goods, merchantable and readily saleable to the public in the ordinary course, (ii) as to which the Lead Borrower has not received written notice from the Administrative Agent that such Inventory is deemed by the Administrative Agent, in its Permitted Discretion, to be ineligible for inclusion in the calculation of the Borrowing Base (which notice shall be furnished no less than five (5) Business Days prior to the date that such Inventory shall become unacceptable for inclusion in the Borrowing Base (during which period the Administrative Agent shall be available to discuss in good faith any such Inventory with the Lead Borrower)), (iii) in each case that, except as otherwise agreed by the Administrative Agent, complies in all material respects with each of the representations and warranties respecting Inventory made by the Borrowers in the Loan Documents, and (iv) is not excluded as ineligible by virtue of one or more of the criteria set forth below. Except as otherwise agreed by the Administrative Agent, the following items of Inventory shall not be included in Eligible Inventory:

(a) Inventory that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto;

(b) Inventory that is leased by or is on consignment to a Borrower, or that is consigned by a Borrower to a Person which is not a Loan Party;

(c) Inventory that (i) is not located in the United States of America (excluding territories or possessions of the United States), or (ii) is located at a location that is not owned or leased by a Borrower or is located at a distribution center or warehouse leased by a Borrower with Inventory having a value in excess of $10,000,000, except to the extent that the Borrowers have furnished the Administrative Agent with (A) such documents that the Administrative Agent has reasonably requested in order to perfect its security interest in such Inventory (and any documents of title relating thereto) at such location, and (B) a Collateral Access Agreement executed by the Person owning any such location;

(d) Inventory that is comprised of goods which (i) are damaged, defective, or “seconds,” (ii) are to be returned to the vendor, (iii) are obsolete or custom items, work-in-process, raw materials, or that constitute promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are not in compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (v) are bill and hold goods;

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(e) Inventory that is not subject to a perfected first priority security interest in favor of the Collateral Agent (other than Permitted Encumbrances having priority over the Lien of the Collateral Agent under applicable Law);

(f) Inventory that consists of samples, labels, bags, and other similar non-merchandise categories;

(g) Inventory that is not insured in compliance with the provisions of Section 6.07 hereof;

(h) Inventory that has been sold but not yet delivered or as to which a Borrower has accepted a deposit;

(i) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which any Borrower or any of its Subsidiaries has received notice of a dispute in respect of any such agreement;

(j) Inventory consisting of recyclable parts or “core” merchandise; or

(k) Inventory acquired in a Permitted Acquisition, which Inventory has a value in excess of $5,000,000, unless and until the Collateral Agent has completed or received (A) an appraisal of such Inventory from appraisers reasonably satisfactory to the Collateral Agent, and (B) an updated commercial finance examination.

“ Eligible Non-Credit Card Receivables ” means Accounts arising from the sale of the Borrowers’ Inventory (other than those consisting of Credit Card Receivables) that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been earned by performance and represents the bona fide amounts due to a Borrower from an account debtor, and in each case originated in the ordinary course of business of such Borrower, and (ii) as to which the Lead Borrower has not received written notice from the Administrative Agent that such Account is not acceptable to the Administrative Agent in its Permitted Discretion for inclusion in the Borrowing Base (which notice shall be furnished no less than five (5) Business Days prior to the date that such Account shall become unacceptable for inclusion in the Borrowing Base (during which period the Administrative Agent shall be available to discuss in good faith any such Account with the Lead Borrower)), and (iii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (u) below. Without limiting the foregoing, to qualify as an Eligible Non-Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received by the Borrowers in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Non-Credit Card Receivable. Any Accounts meeting the foregoing criteria shall be deemed Eligible Non-Credit Card Receivables but only as long as such Account is not included within any of the following categories, in which case such Account shall not constitute an Eligible Non-Credit Card Receivable:

(a) Accounts that are not evidenced by an invoice;

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(b) Accounts that have been outstanding for more than ninety (90) days from the invoice date or more than sixty (60) days from the invoice due date;

(c) Accounts due from any account debtor, fifty percent (50%) or more of whose Accounts are ineligible under the provisions of clause (b), above;

(d) Accounts with respect to which a Borrower does not have good and valid title thereto, free and clear of any Lien (other than Liens granted to the Collateral Agent pursuant to the Security Documents and Permitted Encumbrances having priority over the Lien of the Collateral Agent under applicable Law);

(e) Accounts which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such dispute, counterclaim, offset or chargeback;

(f) Accounts which are not payable in Dollars;

(g) Accounts which are owed by any employee or Affiliate of a Loan Party;

(h) Accounts for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Account by the account debtor or in connection with the enforcement of such Account by the Agents have not been duly obtained, effected or given or are not in full force and effect;

(i) Accounts due from an account debtor which is the subject of any bankruptcy or insolvency proceeding, has had a trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business;

(j) Accounts due from the federal government of the United States of America or any department, agency or instrumentality thereof unless the applicable Borrower has complied with the Federal Assignment of Claims Act of 1940 and any similar legislation;

(k) Accounts (i) owing from any Person that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries unless such Person has waived any right of setoff in a manner reasonably acceptable to the Administrative Agent or (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Borrower or any of its Subsidiaries to discounts on future purchase therefrom;

(l) Accounts arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return;

(m) Accounts arising out of sales to account debtors outside the United States or to any account debtor whose principal place of business is not within the continental United States, unless such Accounts are fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, reasonably acceptable to the Administrative Agent and, if a Cash Dominion Event is then continuing, such irrevocable letter of credit is in the possession of the Collateral Agent;

(n) Accounts that are on terms other than those normal and customary in the Borrowers’ business;

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(o) Accounts consisting of amounts due from vendors as rebates or allowances;

(p) Accounts due for changeover merchandise and product returns;

(q) Accounts evidenced by a promissory note or other instrument unless such promissory note or other instrument has been endorsed to, and is in the possession of, the Collateral Agent;

(r) Accounts which are in excess of the credit limit for such account debtor established by the Borrowers in the ordinary course of business and consistent with past practices;

(s) Accounts which include extended payment terms (datings) beyond those generally furnished to other account debtors in the ordinary course of business;

(t) Accounts which constitute consumer receivables which are part of a systematic consumer receivable program established by any Borrower; or

(u) Accounts which are reflected as “Daily Accounts” in the Borrowers’ books and records, consistent with past practices.

“ Eligible Real Estate ” means Real Estate which, except as otherwise agreed by the Administrative Agent, satisfies all of the following conditions:

(a) A Borrower owns such Real Estate in fee simple absolute;

(b) The Administrative Agent shall have received evidence that all actions for which the Administrative Agent shall have notified the Lead Borrower that the Administrative Agent has reasonably deemed necessary in order to create valid first priority Liens (subject in priority only to (i) those Permitted Encumbrances which have priority over the Lien of the Collateral Agent by operation of applicable Law, and (ii) Liens referred to in Schedule B of the Mortgage Policies insuring the Mortgages has been taken);

(c) The Real Estate or any portion thereof (the loss of which shall have, in the Permitted Discretion of the Collateral Agent, a material impact on the use, operation or value of the Property (as defined in the Mortgages)) shall not have been damaged or taken through condemnation (which term shall include any damage or taking by any Governmental Authority, quasi-governmental authority, any Person having the power of condemnation, or any transfer by private sale in lieu thereof), either temporarily or permanently;

(d) The Administrative Agent shall have received an appraisal of such Real Estate complying with the requirements of FIRREA by a third party appraiser engaged by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent; and

(e) The Real Estate Eligibility Requirements have been satisfied.

“ Environmental Compliance Reserve ” means, with respect to Eligible Real Estate, and without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, any reserve which the Administrative Agent, from time to time in its Permitted Discretion, in accordance with the provisions of Section 2.01(b) , establishes for estimable amounts that are reasonably likely to be expended by any of the Loan Parties in order for such Loan Party and its operations and

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property constituting Eligible Real Estate (or located thereon) (a) to comply with any notice from a Governmental Authority asserting non-compliance with Environmental Laws relating to Eligible Real Estate, or (b) to correct any such non-compliance with Environmental Laws or to provide for any Environmental Liability relating to Eligible Real Estate.

“ Environmental Laws ” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any Contractual Obligation pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equipment ” has the meaning specified in the Security Agreement.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants or options for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Lead Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Lead Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Lead Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Lead Borrower or any ERISA Affiliate.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrowers

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hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or in which it is otherwise treated as doing business, or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Lead Borrower under Section 10.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law after such Foreign Lender becomes a party hereto) to comply with Section 3.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a) and (d) any United States back up withholding taxes.

“ Executive Order ” has the meaning specified in Section 10.18 .

“ Existing Credit Agreements ” means, collectively, (a) that certain Credit Agreement dated as of July 29, 2005 among the Lead Borrower, Wells Fargo Bank, N.A., as agent, and a syndicate of lenders, as amended through the Closing Date, (b) that certain Term Credit Agreement dated as of June 30, 2006 among CSK Auto, Inc., JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto, and a syndicate of lenders, as amended through the Closing Date, (c) that certain Second Amended and Restated Credit Agreement dated as of July 15, 2005 among CSK Auto, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders, as amended through the Closing Date, (d) that certain Master Note Purchase Agreement dated May 1, 2006 among the Lead Borrower and the purchasers named therein with respect to the $75,000,000 Series 2006-A Senior Notes due May 15, 2006, as amended through the Closing Date, and (e) that certain Second Amended and Restated Master Agreement dated as of September 28, 2007 among the Lead Borrower, SunTrust Bank, the financial institutions party thereto, U.S. Bank National Association, as Syndication Agent, Regions Bank and Commerce Bank N.A., as Co-Documentation Agents and SunTrust Equity Funding, LLC, as Agent, and the related Second Amended and Restated Master Lease dated as of September 28, 2007 between the Lead Borrower and SunTrust Bank, each as amended through the Closing Date.

“ Existing Letters of Credit ” means the letters of credit described on Schedule 1.04 hereto.

“ Extraordinary Receipt ” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, indemnity payments and any purchase price adjustments.

“ Facility Guaranty ” means each Guaranty (or joinder thereto) made by the Guarantors in favor of the Agents and the other Credit Parties, in substantially the form attached hereto as Exhibit J or otherwise reasonably satisfactory to the Administrative Agent.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

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“ Fee Letter ” means the Amended and Restated Fee Letter, dated April 1, 2008, among the Lead Borrower, the Administrative Agent, Lehman Commercial Paper Inc., Lehman Brothers Commercial Bank, and the Arrangers.

“ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

“ Fiscal Month ” means any fiscal month of any Fiscal Year, which month shall generally end on the last day of each calendar month in accordance with the fiscal accounting calendar of the Loan Parties.

“ Fiscal Quarter ” means any fiscal quarter of any Fiscal Year, which quarters shall generally end on the last day of each March, June, September and December of such Fiscal Year in accordance with the fiscal accounting calendar of the Loan Parties.

“ Fiscal Year ” means any period of twelve (12) consecutive months ending on December 31 of any calendar year.

“ Foreign Asset Control Regulations ” has the meaning specified in Section 10.18 .

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Fee ” has the meaning specified in Section 2.03(j) .

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or

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lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantor ” means each Subsidiary of the Lead Borrower named on Schedule 1.02 hereto and each other Subsidiary of the Lead Borrower that shall be required to execute and deliver a Facility Guaranty pursuant to Section 6.12 .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Honor Date ” has the meaning specified in Section 2.03(c)(i) .

“ Immaterial Subsidiary ” means each Subsidiary of the Lead Borrower that has been designated by the Lead Borrower in writing to the Administrative Agent as an “Immaterial Subsidiary” for purposes of this Agreement and the other Loan Documents, provided that (a) for purposes of this Agreement, at no time shall (i) the total assets of all Immaterial Subsidiaries, as of the end of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b) hereof, equal or exceed five percent (5%) of the Consolidated total assets of the Lead Borrower and its Subsidiaries, or (ii) any Immaterial Subsidiary own any assets of the type included in the Borrowing Base, or (iii) the gross revenues of all Immaterial Subsidiaries for any Measurement Period equal or exceed five percent (5%) of the Consolidated gross revenues of the Lead Borrower and its Subsidiaries for such Measurement Period, in each case as determined in accordance with GAAP. As of the Closing Date, the Subsidiaries specified on Schedule 1.03 hereto are the sole Subsidiaries designated by the Lead Borrower as Immaterial Subsidiaries for purposes of this Agreement and the other Loan Documents.

“ Incremental Availability ” means, at any time of calculation, the additional amount available to be borrowed by the Borrowers based upon the difference between the Tranche A-1 Borrowing Base and the Tranche A Borrowing Base as reflected on the most recent Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent pursuant to Section 4.01(c) or Section 6.02(b) hereof.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and, in each case, not past due for more than ninety (90) days after the due date of such trade account payable, and (ii) unsecured obligations due to vendors under any vendor factoring line);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness of such Person;

(g) all obligations of such Person with respect to Disqualified Stock valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person and except to the extent the Lead Borrower’s or such Subsidiary’s liability for such Indebtedness is otherwise limited. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b) .

“ Information ” has the meaning specified in Section 10.06(g) .

“ Information Memorandum ” means the information memorandum dated May 15, 2008 used by the Arrangers in connection with the syndication of the Commitments.

“ Intellectual Property ” means all trade secrets, know-how and other proprietary information; trademarks, trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans, indicia and other source and/or business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights and copyright applications (including copyrights for computer programs); unpatented inventions (whether or not patentable); patents and patent applications; industrial design applications and registered industrial designs; any Loan Party’s rights in any license agreements related to any of the foregoing and income therefrom; intellectual property rights in books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data and databases; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

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“ Interest Payment Date ” means, (a) as to any LIBO Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Prime Rate Loan (including a Swing Line Loan), the first Business Day after the end of each Fiscal Quarter and the Maturity Date.

“ Interest Period ” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter, as selected by the Lead Borrower in its Committed Loan Notice or, if available to all of the applicable Lenders, nine (9) or twelve (12) months or one (1) or two (2) weeks as requested by the Lead Borrower; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(iii) no Interest Period shall extend beyond the Maturity Date; and

(iv) notwithstanding the provisions of clause (iii), unless Interest Periods of one (1) or two (2) weeks are available to all of the applicable Lenders, no Interest Period shall have a duration of less than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.

For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Inventory ” has the meaning given that term in the UCC, and shall also include, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing.

“ Inventory Reserves ” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion, in accordance with the provisions of Section 2.01(b) , with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of the Equity Interests of another

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Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, (c) any Acquisition, or (d) any acquisition of Store locations of any Person for which the aggregate consideration payable in connection with such acquisition is less than $50,000,000 in any single transaction and, together with all such other acquisitions, is less than $100,000,000 in the aggregate in any twelve (12) month period, in any transaction or group of transactions which are part of a common plan. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means, with respect to any Letter of Credit, the Letter Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Lead Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit.

“ Joinder Agreement ” means an agreement, in the form attached hereto as Exhibit I or otherwise reasonably satisfactory to the Administrative Agent pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement in the same capacity and to the same extent as either a Borrower (if it owns assets of the type included in the Borrowing Base) or otherwise as a Guarantor.

“ Joint Book Runners ” means Banc of America Securities LLC, Lehman Brothers Inc., J.P.Morgan Securities Inc., BB&T Capital Markets and General Electric Capital Markets, Inc., in their capacities as Joint Book Runners.

“ Laws ” means each international, foreign, federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each Tranche A Lender, such Tranche A Lender’s funding of its participation in any L/C Borrowing in accordance with its Tranche A Applicable Percentage.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on or prior to the date required to be reimbursed by the Borrowers pursuant to Section 2.03(c)(i) or refinanced as a Committed Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuer ” means (a) Bank of America in its capacity as issuer of Letters of Credit hereunder (including, without limitation, with respect to any Existing Letters of Credit issued by it), or any successor issuer of Letters of Credit hereunder (which successor may only be a Lender selected by the Administrative Agent in its discretion and reasonably acceptable to the Lead Borrower), (b) up to two additional Tranche A Lenders selected by the Lead Borrower and reasonably acceptable to the

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Administrative Agent, and (c) with respect to the Existing Letters of Credit and until such Existing Letters of Credit expire or are returned undrawn, JPMorgan Chase Bank, N.A. and Wells Fargo Retail Finance, LLC or its Affiliates. The L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ L/C Obligations ” means, as at any date of determination, and without duplication, the aggregate undrawn amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lead Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Lease ” means any written agreement pursuant to which a Loan Party is entitled to the use or occupancy of any real property for any period of time.

“ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Tranche A Lenders, the Tranche A-1 Lenders and the Swing Line Lender.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“ Letter of Credit ” means each Standby Letter of Credit and each Commercial Letter of Credit issued hereunder and shall include each Existing Letter of Credit.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is five (5) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

“ Letter of Credit Sublimit ” means an amount equal to $200,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Tranche A Commitments. A permanent reduction of the Aggregate Tranche A Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided , however , that if the Aggregate Tranche A Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Aggregate Tranche A Commitments.

“ LIBO Borrowing ” means a Borrowing comprised of LIBO Rate Loans.

“ LIBO Rate ” means, for any Interest Period with respect to a LIBO Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the

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Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period.

“ LIBO Rate Loan ” means a Committed Loan that bears interest at a rate based on the Adjusted LIBO Rate.

“ Lien ” means (a) any mortgage, deed of trust, pledge, hypothecation, assignment for security, encumbrance, lien (statutory or other), or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, Capital Lease Obligation, Synthetic Lease Obligation, or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Liquidation ” means the exercise by the Administrative Agent or Collateral Agent of those rights and remedies accorded to such Agents under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business”, “store closing” or other similar sale or any other disposition of the Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“ Loan ” means an extension of credit by a Lender to any Borrower under Article II in the form of a Committed Loan (Tranche A Loans and Tranche A-1 Loans) or a Swing Line Loan.

“ Loan Account ” has the meaning specified in Section 2.11(a) .

“ Loan Cap ” means, at any time of determination, the lesser of (a) the Aggregate Commitments and (b) the Borrowing Base.

“ Loan Documents ” means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the Security Documents, the Facility Guaranty, and any other instrument or agreement now or hereafter executed and delivered by any Loan Party in connection herewith.

“ Loan Parties ” means, collectively, the Borrowers and each Guarantor.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Lead Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) a material impairment of the rights and remedies of the Agents or the Lenders under the Loan Documents or a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties of the Loan Documents.

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“ Material Indebtedness ” means Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $20,000,000. For purposes of determining the amount of Material Indebtedness at any time, the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof.

“ Maturity Date ” means July 11, 2013.

“ Maximum Rate ” has the meaning specified in Section 10.09 .

“ Measurement Period ” means, at any date of determination, the most recently completed twelve (12) Fiscal Months of the Lead Borrower and its Subsidiaries, except that with respect to the calculation of the Consolidated Leverage Ratio, “Measurement Period” shall mean the most recently completed four (4) Fiscal Quarters of the Lead Borrower and its Subsidiaries.

“ Merger ” means the acquisition by the Lead Borrower, directly or indirectly, of the Equity Interests of CSK and the consummation of the merger described in the Merger Agreement.

“ Merger Agreement ” means the Agreement and Plan of Merger among O’Reilly Automotive, Inc., OC Acquisition Company and CSK Auto Corporation dated as of April 1, 2008.

“ Merger Date ” means the date of effectiveness of the merger of Merger Sub with and into CSK pursuant to the Merger Agreement.

“ Merger Sub ” means OC Acquisition Company, a Delaware corporation, an indirect Wholly Owned Subsidiary of the Lead Borrower.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgages ” means each and every fee mortgage or deed of trust, security agreement and assignment by a Loan Party owning the Real Estate encumbered thereby in favor of the Collateral Agent.

“ Mortgage Policy ” has the meaning specified in the definition of Real Estate Eligibility Requirements.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Lead Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Proceeds ” means, (a) with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received by any Loan Party or any of its Subsidiaries in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Collateral Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction (other than Indebtedness under the Loan Documents), plus (B) the reasonable and customary out-of-pocket fees and expenses incurred by such Loan Party or such Subsidiary in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third

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parties (other than Affiliates)), plus (C) amounts provided as a funded reserve against any liabilities under any indemnification obligation or purchase price adjustment associated with such Disposition ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds); and

(b) with respect to the sale or issuance of any Equity Interest by any Subsidiary of the Lead Borrower, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the excess of (i) the sum of the cash and cash equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

“ Non-Consenting Lender ” has the meaning specified in Section 10.01 .

“ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(iii) .

“ Note ” means (i) Tranche A Notes, (ii) the Tranche A-1 Notes, and (iii) the Swing Line Note.

“ NPL ” means the National Priorities List under CERCLA.

“ Obligations ” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, and indemnities, of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and (b) any Other Liabilities.

“ Operating Cash ” means, without duplication, (a) cash maintained in the cash registers in the Stores in the normal course of business and consistent with past practices, (b) minimum balances maintained in DDAs consistent with past practices, and (c) minimum balances maintained in Blocked Accounts consistent with past practices, provided that Operating Cash described in the foregoing clauses (b) and (c) shall not exceed $15,000,000 in the aggregate at any time.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Liabilities ” means any obligation of any Loan Party or Subsidiary on account of (a) any Cash Management Services and/or (b) any Bank Products.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, excluding, however any such amounts imposed as a result of an assignment by a Lender of its Loans or Commitments.

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“ Outstanding Amount ” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by any Borrower of Unreimbursed Amounts.

“ Overadvance ” means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero.

“ Participant ” has the meaning specified in Section 10.06(d) .

“ Participation Register ” has the meaning specified in Section 10.06(d) .

“ Payment Conditions ” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making such payment, (b) after giving effect to such transaction or payment, the Pro Forma Availability Condition has been satisfied, (c) the Consolidated Fixed Charge Coverage Ratio, on a Pro Forma Basis tested on a trailing twelve (12) month basis at the end of each Fiscal Month during the six (6) months preceding such transaction or payment, would have been equal to or greater than the amounts required under Section 7.14(a) hereof, assuming a Covenant Compliance Event then exists, and (d) the Consolidated Leverage Ratio, on a Pro Forma Basis tested on a trailing twelve month basis at the end of each Fiscal Quarter during the six (6) months preceding such transaction or payment, would have been equal to or less than the ratio required under Section 7.14(b) hereof. Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Loan Parties shall deliver to the Administrative Agent evidence of satisfaction of the conditions contained in clauses (b), (c) and (d), above based on business assumptions consistent with past practices or otherwise reasonably satisfactory to the Administrative Agent.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ PCAOB ” means the Public Company Accounting Oversight Board.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Lead Borrower or any ERISA Affiliate or to which the Lead Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Permitted Acquisition ” means an Acquisition in which all of the following conditions are satisfied:

(a) Such Acquisition shall not be a hostile Acquisition;

(b) The Lead Borrower shall have furnished the Administrative Agent with at least fifteen (15) days’ prior written notice (or such shorter period as the Administrative Agent may

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agree) of such intended Acquisition and shall have furnished the Administrative Agent with a current draft of the material acquisition documents (and final copies thereof as and when executed), appropriate financial statements of the Person which is the subject of such Acquisition (to the extent available), pro forma projected financial statements for the twelve (12) month period following such Acquisition after giving effect to such Acquisition (including balance sheets, cash flows and income statements by month for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information relating to such Acquisition as the Administrative Agent may reasonably require;

(c) To the extent that proceeds of Loans are used to pay any or all of the consideration in connection with such Permitted Acquisition, either (i) the components of the legal structure of the Acquisition that could have a material adverse impact on the Lenders shall be acceptable to the Administrative Agent in its Permitted Discretion, or (ii) the Loan Parties shall have provided the Administrative Agent with a solvency opinion from an unaffiliated third party valuation firm reasonably satisfactory to the Administrative Agent;

(d) After giving effect to the Acquisition, if the Acquisition is an Acquisition of Equity Interests, a Loan Party shall acquire and own, directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting interests or shall otherwise Control the governance of the Person being acquired;

(e) Any assets acquired shall be utilized in, and if the Acquisition involves a merger, consolidation or stock acquisition, the Person which is the subject of such Acquisition shall be engaged in, a business otherwise permitted to be engaged in by a Loan Party or any Subsidiary under this Agreement; and

(f) The Loan Parties shall have satisfied the Payment Conditions.

“ Permitted Discretion ” means the Administrative Agent’s good faith credit judgment determined in accordance with its credit procedures for similar transactions, which determination may be based upon any factor or circumstance which it reasonably believes in good faith: (i) will or could reasonably be expected to adversely affect the value of the Collateral included in the Borrowing Base, the enforceability or priority of the Collateral Agent’s Liens thereon in favor of the Credit Parties or the amount which the Collateral Agent and the Credit Parties would likely receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Collateral; (ii) suggests that any collateral report or financial information delivered to the Administrative Agent by or on behalf of the Loan Parties is incomplete, inaccurate or misleading in any material respect; (iii) could reasonably be expected to materially increase the likelihood of a bankruptcy, reorganization or other insolvency proceeding involving any Loan Party; or (iv) creates or reasonably could be expected to create a Default or Event of Default. In exercising such judgment, the Administrative Agent may consider, without limitation, any of the following: (A) without duplication of any Reserve or items that are otherwise addressed or excluded through eligibility criteria, the financial and business climate and prospects of any Loan Party’s industry and general macroeconomic conditions; (B) changes in demand for and pricing of Inventory; (C) changes in any concentration of risk with respect to Inventory; (D) any other factors or circumstances that will or could reasonably be expected to have a Material Adverse Effect; (E) audits of books and records by third parties, history of chargebacks or other credit adjustments; and (F) any other factors that adversely change or could reasonably be expected to adversely change the credit risk of lending to the Borrowers on the security of the Collateral included in the Borrowing Base. Notwithstanding the foregoing, it shall not be within Permitted Discretion for the Administrative Agent to establish Reserves which are duplicative of each other whether or not such reserves fall under more than one reserve category, or which are duplicative of any items otherwise addressed or excluded through eligibility criteria.

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“ Permitted Disposition ” means any of the following:

(a) Dispositions of Inventory in the ordinary course of business;

(b) bulk sales or other Dispositions of the Inventory and Equipment of a Loan Party or a Subsidiary not in the ordinary course of business in connection with Store relocations or Store closings permitted hereunder; provided , that all such sales of Inventory in connection with Store closings in excess of the number of Stores permitted to be closed under Section 7.15 hereof shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agents; provided , further, that an amount equal to the Net Proceeds received in connection with all such Dispositions are applied to the Loans and to Cash Collateralize the L/C Obligations, if and to the extent then required in accordance with Section 2.05 hereof;

(c) non-exclusive licenses of Intellectual Property of a Loan Party or any of its Subsidiaries in the ordinary course of business;

(d) licenses for the conduct of licensed departments within the Loan Parties’ Stores in the ordinary course of business;

(e) Dispositions of Equipment and other assets (including abandonment of Intellectual Property) in the ordinary course of business that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary;

(f) Dispositions among the Loan Parties or by any Subsidiary to a Loan Party;

(g) Dispositions by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party;

(h) as long as no Default then exists or would arise therefrom, Dispositions of Real Estate of any Loan Party or any Subsidiary (or sales of any Person or Persons created to hold such Real Estate or the Equity Interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, (A) such Disposition is made for fair market value, (B) with respect to any Eligible Real Estate, the Net Proceeds paid in cash are in an amount at least equal to the greater of the amounts advanced or available to be advanced against such Eligible Real Estate under the Borrowing Base, (C) an amount equal to the Net Proceeds of such Disposition is utilized to repay the Loans and Cash Collateralize the L/C Obligations if and to the extent then required in accordance with Section 2.05 hereof, and (D) in the case of any sale-leaseback transaction permitted hereunder, the Agents shall have received from such each purchaser or transferee a Collateral Access Agreement;

(i) Dispositions consisting of the compromise, settlement or collection of accounts receivable in the ordinary course of business, consistent with past practices;

(j) leases, subleases, space leases, licenses or sublicenses (and terminations of any of the foregoing), in each case in the ordinary course of business and which do not materially interfere with the business of the Lead Borrower and its Subsidiaries, taken as a whole;

(k) Dispositions of cash, cash equivalents and Permitted Investments described in clauses (a) through (e) of the definition of “Permitted Investments” contained in this Agreement, in each case on ordinary business terms and, to the extent constituting a Disposition, the making of Permitted Investments;

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(l) any Disposition of Real Estate to a Governmental Authority as a result of the condemnation of such Real Estate so long as an amount equal to the Net Proceeds of such Disposition is utilized to repay the Loans and Cash Collateralize the L/C Obligations if and to the extent then required in accordance with Section 2.05 hereof; and

(m) other Dispositions, provided that the aggregate fair market value of all assets Disposed of in reliance upon this paragraph (m) shall not exceed $10,000,000 during any Fiscal Year of the Lead Borrower.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04 ;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, and other like Liens imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 6.04 ;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security or similar laws or regulations, other than any Lien imposed by ERISA;

(d) deposits to secure or relating to the performance of bids, trade contracts, government contracts, and leases (other than Indebtedness), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(e) Liens in respect of judgments that do not constitute an Event of Default hereunder;

(f) easements, covenants, conditions, restrictions, building code laws, zoning restrictions, encroachments, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole;

(g) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed other than after-acquired property affixed or incorporated thereto and proceeds or products thereof, (ii) the amount secured or benefited thereby is not increased except to the extent permitted hereunder, and (iii) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder;

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(h) Liens on fixed or capital assets acquired by any Loan Party which are permitted under clause (c) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition (other than refinancing thereof permitted hereunder) (other than Liens granted solely in contemplation of an acquisition securing Indebtedness referred to in clause (c)(ii) of the definition of Permitted Indebtedness), (ii) the Indebtedness secured thereby does not exceed the cost of acquisition of such fixed or capital assets and (iii) such Liens shall not extend to any other property or assets of the Loan Parties or any Subsidiary and any accessions thereto and the proceeds and the products thereof;

(i) Liens in favor of the Collateral Agent for its own benefit and the benefit of the other Credit Parties;

(j) landlords’ and lessors’ Liens in respect of rent not in default for more than thirty (30) days and the existence of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect;

(k) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and other Permitted Investments, provided that such Liens (i) attach only to such Investments or other Investments held by such broker or dealer, and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(l) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries;

(m) Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent not prohibited under the Loan Documents, the consignment of goods to a Loan Party;

(n) voluntary Liens on property (other than Liens attaching to Inventory or Accounts) in existence at the time such property is acquired pursuant to a Permitted Acquisition or other Permitted Investment or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or other Permitted Investment; provided , that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or other Permitted Investment and do not attach to any other assets of any Loan Party or any Subsidiary;

(o) Liens in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods;

(p) Liens referred to in Schedule B of the Mortgage Policies insuring the Mortgages;

(q) Liens (i) on cash advances in favor of the seller of any property to be acquired in any Permitted Acquisition or other Permitted Investment to be applied against the purchase price for such Permitted Acquisition or other Permitted Investment, (ii) consisting of an agreement to transfer any property in a Permitted Disposition, in each case, solely to the extent such Acquisition or Disposition, as the case may be, would have been permitted on the date of the

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creation of such Lien, and (iii) on any cash earnest money deposits made by the Lead Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(r) any interest or title of a licensor, sublicensor, lessor or sublessor under leases or subleases or secured by a lessor’s or sublessor’s interests under licenses or leases entered into by the Lead Borrower or any of its Subsidiaries in the ordinary course of business;

(s) Liens in respect of the licensing of patents, copyrights, trademarks, trade names, other indications of origin, domain names and other forms of Intellectual Property in the ordinary course of business;

(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods (including under Article 2 of the UCC) and Liens that are contractual rights of set-off relating to purchase orders and other similar agreements entered into by the Lead Borrower or any of its Subsidiaries;

(u) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business;

(v) Liens arising out of sale and leaseback transactions permitted hereunder and securing Indebtedness under clause (f) of the definition of “Permitted Indebtedness”; and

(w) other Liens on assets other than those of the type included in the Borrowing Base securing obligations outstanding in an aggregate principal amount not to exceed $10,000,000.

“ Permitted Indebtedness ” means each of the following:

(a) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses reasonably incurred, in each case on then current market terms, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) the result of such extension, renewal or replacement shall not be an earlier maturity date or decreased weighted average life of such Indebtedness;

(b) Indebtedness of (i) any Loan Party to any other Loan Party; (ii) any Subsidiary that is not a Loan Party to any other any Subsidiary that is not a Loan Party; (iii) of any Subsidiary that is not a Loan Party to any Loan Party; and (iv) as long as no Event of Default exists at the time of incurrence of such Indebtedness or would arise therefrom, any Loan Party to Subsidiaries that are not Loan Parties in an aggregate principal amount, when combined with then outstanding Investments to such Subsidiaries made under clause (g)(iv) of the definition of “Permitted Investments”, does not exceed $10,000,000 at any time outstanding, provided that at the option of the Administrative Agent, any such Indebtedness described in clause (b)(iv) shall be evidenced by a promissory note which shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent;

(c) without duplication of Indebtedness described in clause (f) of this definition, (i) purchase money Indebtedness of any Loan Party or any Subsidiary to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations, and (ii) any Indebtedness

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assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (other than, in the case of the foregoing clause (ii), Indebtedness incurred solely in contemplation of such acquisition), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that, if requested by the Collateral Agent, the Loan Parties shall use commercially reasonable efforts to cause the holders of such Indebtedness to enter into an agreement permitting the Collateral Agent to utilize such fixed or capital assets in connection with the exercise of remedies under the Loan Documents by the Collateral Agent against the Collateral included in the Borrowing Base, provided further that the Collateral Agent will not make any such request unless the Collateral Agent determines in its Permitted Discretion that the failure to obtain such an agreement will or could reasonably be expected to adversely affect the value of the Collateral included in the Borrowing Base and the amount that the Collateral Agent may realize thereon upon the exercise of such remedies;

(d) Indebtedness (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business and not for purposes of speculation or taking a “market view;”

(e) Indebtedness in respect of performance bonds, bid bonds, customs and appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business;

(f) Indebtedness incurred (A) for the construction or acquisition or improvement of Real Estate, or (B) to finance or to refinance any Real Estate owned by any Loan Party or any Subsidiary (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder), provided , that with respect to any Indebtedness incurred under this clause (B) relating to Real Estate that is subject to a Mortgage, (i) with respect to any Eligible Real Estate, the Net Proceeds paid in cash are in an amount at least equal to the greater of the amounts advanced or available to be advanced against such Eligible Real Estate under the Borrowing Base, (ii) an amount equal to the Net Proceeds received in connection with any such Indebtedness is utilized to repay the Loans and Cash Collateralize the L/C Obligations if and to the extent then required in accordance with Section 2.05 hereof, and (iii) the Loan Parties shall use commercially reasonable efforts to cause the holders of such Indebtedness to enter into a Collateral Access Agreement;

(g) Indebtedness with respect to the deferred purchase price for any Permitted Acquisition;

(h) Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a Permitted Acquisition or other Permitted Investments, which Indebtedness is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party);

(i) the Obligations;

(j) (i) Indebtedness constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments in connection with Permitted Dispositions; and (ii) Indebtedness consisting of obligations of the Lead Borrower or any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with any Permitted Investment;

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(k) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(l) Guarantees (i) by any Loan Party of the Indebtedness described in clause (a) hereof, (ii) by any Loan Party of any Indebtedness of another Loan Party permitted hereunder, and (iii) as long as no Event of Default exists or would arise therefrom, by any Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted pursuant to Section 7.02 ;

(m) other unsecured Indebtedness; and

(n) other Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any time outstanding.

“ Permitted Investments ” means each of the following:

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated, at the time of acquisition thereof, at least “Prime-2” (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, in each case with maturities of not more than one year from the date of acquisition thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated, at the time of acquisition thereof, as described in clause (b) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above at the time of acquisition thereof or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into;

(e) Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by

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financial institutions that have, at the time of acquisition thereof, the highest rating obtainable from either Moody’s or S&P, and which invest primarily in one or more of the types of securities described in clauses (a) through (d) above;

(f) Investments existing on the Closing Date, and set forth on Schedule 7.02 , but not any increase in the amount thereof;

(g) (i) Investments by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Subsidiary that is not a Loan Party in any Loan Party or in any other Subsidiary that is not a Loan Party, (iii) additional Investments by any Loan Party in any other Loan Party, and (iv) as long as no Event of Default exists at the time such Investment is made or would arise therefrom, additional Investments by any Loan Party in Subsidiaries that are not Loan Parties in an aggregate amount, when combined with then outstanding Indebtedness to such Subsidiaries under clause (b)(iv) of the definition of “Permitted Indebtedness”, that does not exceed $10,000,000 at any time outstanding;

(h) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(i) Guarantees constituting Permitted Indebtedness;

(j) Investments received by any Loan Party from purchasers of any assets pursuant to Permitted Dispositions;

(k) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(l) (i) advances of payroll payments to employees in the ordinary course of business and (ii) other loans and advances to officers, directors and employees of the Loan Parties and Subsidiaries in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time outstanding;

(m) Investments constituting Permitted Acquisitions and earnest money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;

(n) capital contributions made by (i) any Loan Party to another Loan Party or (ii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;

(o) Investments in the form of Swap Contracts not prohibited hereunder;

(p) Investments of any Person existing at the time such Person becomes a Subsidiary of any Loan Party or consolidates or merges with the Lead Borrower or any of its Subsidiaries (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger;

(q) as long as no Event of Default exists or would arise therefrom, other Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding;

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(r) the Tender Offer and the Merger;

(s) Guarantees of leases or other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(t) other Investments as long as the Payment Conditions are satisfied;

(u) any acquisition of Store locations of any Person (whether by (i) purchase or other acquisition of all or substantially all of the assets or properties of such Person or of any business unit of such Person, (ii) merger or consolidation of such Person with any Loan Party or any Subsidiary, (iii) any other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of such Person or (iv) otherwise) for which the aggregate consideration payable in connection with such acquisition is less than $50,000,000 in any single transaction or less than $100,000,000 in the aggregate in any twelve (12) month period; and

(v) Investments by the Merger Sub in the Shares (including any payments to holders of Shares who have properly perfected rights to appraisal in accordance with Section 262 of the Delaware General Corporation Law);

provided , however , that notwithstanding the foregoing, after the occurrence and during the continuance of a Cash Dominion Event, no such Investments specified in clauses (a) through (e), clause (q), clause (t) and clause (u) shall be incurred (unless, in the case of Investments specified in clause (u), any Loan Party or any Subsidiary is bound under any Contractual Obligation relating thereto, so long as such Contractual Obligation was not entered into during the continuance of a Cash Dominion Event) unless (i) either (A) no Loans are then outstanding, or (B) the Investment is a temporary Investment pending expiration of an Interest Period for a LIBO Rate Loan, the proceeds of which Investment will be applied to the Loans after the expiration of such Interest Period, and (ii) such Investments are pledged to the Collateral Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Collateral Agent.

“ Permitted Overadvance ” means an Overadvance made by the Administrative Agent, in its reasonable discretion, which:

(a) (i) is made to maintain, protect or preserve the Collateral and/or the Credit Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Credit Parties; or

(ii) is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or

(iii) is made to pay any other amount chargeable to any Loan Party hereunder; and

(b) together with all other Permitted Overadvances then outstanding, shall not (i) exceed ten percent (10%) of the Borrowing Base at any time or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless, in each case, the Required Lenders otherwise agree;

provided however , that the foregoing shall not (i) modify or abrogate any of the provisions of Section 2.03 regarding any Tranche A Lender’s obligations with respect to Letters of Credit, or (ii) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for

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“inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the collateral value)), and such “inadvertent Overadvances” shall not reduce the amount of Permitted Overadvances allowed hereunder, and further provided that in no event shall the Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to Section 2.06 hereof).

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Lead Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” has the meaning specified in Section 6.02 .

“ Post Closing Agreement ” means that certain letter dated as of the Closing Date between the Administrative Agent and the Loan Parties setting forth certain items which were conditions precedent to the effectiveness of this Agreement, but which the Administrative Agent has agreed can be performed after the Closing Date.

“ Prepayment Event ” means:

(a) Any Disposition generating Net Proceeds greater than $5,000,000 of any property or asset of a Loan Party described in clauses (b), (h), (l) and (m) of the definition of “Permitted Disposition”;

(b) Any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), and condemnation awards (and payments in lieu thereof); provided that any receipt of Net Proceeds of less than $5,000,000 in connection with any of the foregoing shall not constitute a Prepayment Event; or

(c) The issuance by a Subsidiary of the Lead Borrower of any Equity Interests, other than any such issuance of Equity Interests (i) to a Loan Party, (ii) as consideration for a Permitted Acquisition or (iii) as a compensatory issuance to any employee, director, or consultant (including under any option plan).

“ Prime Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Prime Rate Loan ” means a Loan that bears interest based on the Prime Rate.

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“ Pro Forma Availability Condition ” means, for any date of calculation with respect to any transaction or payment, the Pro Forma Availability, after giving effect to such transaction or payment, will be equal to or greater than twenty-five percent (25%) of the Loan Cap.

“ Pro Forma Availability ” means, for any date of calculation, the projected average Availability for each Fiscal Month during the six (6) Fiscal Months immediately following such date.

“ Pro Forma Basis ” means, as to any Person, for any events that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive Fiscal Quarter period ended on or before the occurrence of such event (the “ Reference Period ”). Without limiting the foregoing, (a) in making any determination of Consolidated EBITDA on a Pro Forma Basis, effect shall be given, without limitation, to any Permitted Acquisition that occurred during the Reference Period, (b) in making any determination of Consolidated EBITDA on a Pro Forma Basis for the purpose of calculating satisfaction of the Payment Conditions, effect shall be given, without limitation, to any Permitted Acquisition, Restricted Payment pursuant to Sections 7.06(g) and 7.06(h), Investment pursuant to clause (t) of the definition of “Permitted Investments” and voluntary prepayment of Indebtedness pursuant to Section 7.07, in each case that occurred during the Reference Period, and (c) in making any determination on a Pro Forma Basis of, (i) Indebtedness, all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and working capital and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise) issued, incurred, assumed or permanently repaid during the Reference Period shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, and (ii) Consolidated Interest Charges, the Consolidated Interest Charges of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (i), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods. Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Lead Borrower, shall be factually supportable and based upon facts and assumptions which are reasonable.

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Real Estate ” means all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned or leased by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto.

“ Real Estate Advance Rate ” means the following percentages for the periods set forth below:

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“ Real Estate Cap ” means at any time of calculation, thirty-three percent (33%) of the Borrowing Base.

“ Real Estate Eligibility Requirements ” means, collectively, each of the following:

(a) The applicable Borrower has executed and delivered to the Collateral Agent a Mortgage with respect to any Real Estate intended, by such Borrower, to be included in Eligible Real Estate;

(b) Such Real Estate is used by a Borrower for offices or as a store or distribution center or other purposes not prohibited by this Agreement or the other Loan Documents;

(c) As to any particular property, the applicable Borrower is in compliance in all material respects with the representations, warranties and covenants set forth in the Mortgage relating to such Real Estate;

(d) The Collateral Agent shall have received fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or marked-up title insurance commitments having the effect of a policy of title insurance) (the “ Mortgage Policies ”) in form and substance, with the endorsements reasonably required by the Agents (to the extent available at commercially reasonable rates) and in amounts reasonably acceptable to the Collateral Agent, issued by First American Title Insurance Company, Fidelity Title Insurance Company or other title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property or leasehold interests described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances;

(e) With respect to any Real Estate owned by a Borrower (excluding interests as lessee under a Lease) which is intended by such Borrower to be included in Eligible Real Estate and which has an Appraised Value of $1,500,000 or more, the Collateral Agent shall have received: (i) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Collateral Agent, showing all buildings and other improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Collateral Agent, or (ii) survey coverage either in the form of deleting or endorsing over a survey exception and by providing survey endorsements in form reasonably acceptable to the Collateral Agent;

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(f) With respect to any Real Estate intended by any Borrower to be included in Eligible Real Estate, the Collateral Agent shall have received a Phase I Environmental Site Assessment in accordance with ASTM Standard E1527-05, in form and substance reasonably satisfactory to the Collateral Agent, from Terracon, ATC Associates, Inc. or another environmental consulting firm reasonably acceptable to the Collateral Agent, which report shall identify recognized environmental conditions and shall to the extent possible quantify any related costs and liabilities, associated with such conditions and the Collateral Agent shall be satisfied with the nature and amount of any such matters. The Collateral Agent may, upon the receipt of a Phase I Environmental Site Assessment require the delivery of further environmental assessments or reports to the extent such further assessments or reports are recommended in the Phase I Environmental Site Assessment;

(g) If required by applicable Law, the applicable Borrower shall have delivered to the Collateral Agent evidence of flood insurance that covers any parcel of improved Real Estate that is encumbered by a Mortgage in favor of the Collateral Agent, which insurance shall name the Collateral Agent as mortgagee and shall be in an amount and in such form that complies with the requirements under the National Flood Insurance Act;

(h) The applicable Borrower shall have delivered such other information and documents as may be reasonably requested by the Agents to the extent necessary to comply with FIRREA; and

(i) With respect to any Eligible Real Estate subject to a Mortgage,

(A) such Real Estate, including the Improvements thereon, shall be kept in good order, repair and tenantable condition;

(B) no material waste, impairment, or deterioration of the Property (as defined in the Mortgages) shall have been committed and the Property shall not have been abandoned; and

(C) no Improvements now existing or hereafter erected on the Property shall have been demolished or altered in a manner that results in a change in the purpose of such Real Estate or materially and adversely affects the Appraised Value of such Real Estate, in each case without the prior consent of Collateral Agent, not to be unreasonably withheld.

“ Realty Reserves ” means, without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in the Administrative Agent’s Permitted Discretion, in accordance with the provisions of Section 2.01(b) , as reflecting (i) the impediments to the Agents’ ability to realize upon any Eligible Real Estate, or (ii) claims and liabilities that the Administrative Agent determines in its Permitted Discretion will need to be satisfied in connection with the realization upon and Eligible Real Estate.

“ Receivables Reserves ” means, without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility criteria, such Reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion, in accordance with the provisions of Section 2.01(b) , with respect to the determination of the collectability in the ordinary course of Eligible Non-Credit Card Receivables, including, without limitation, Dilution Reserves.

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“ Register ” has the meaning specified in Section 10.06(c) .

“ Registered Public Accounting Firm ” has the meaning specified by the Securities Laws and shall be independent of the Lead Borrower and its Subsidiaries as prescribed by the Securities Laws.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“ Reports ” has the meaning specified in Section 9.12(b) .

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Reserves ” means all (if any) Inventory Reserves, Availability Reserves, Realty Reserves, and Receivables Reserves.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Loan Party or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of any Loan Party or any Subsidiary, or on account of any return of capital to any Loan Party’s or Subsidiary’s stockholders, partners or members (or the equivalent of any thereof), or any option or warrant to acquire any such dividend or other distribution or payment.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

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“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Securities Laws ” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“ Security Agreement ” means the Security Agreement dated as of the Closing Date among the Loan Parties and the Collateral Agent.

“ Security Documents ” means the Security Agreement, the Blocked Account Agreements, the Mortgages, the Credit Card Notifications, and each other security agreement or other instrument or document executed and delivered by any Loan Party to the Collateral Agent pursuant to this Agreement or any other Loan Document granting a Lien on any assets of any Loan Party to secure any of the Obligations.

“ Senior Managing Agents ” means Wells Fargo Retail Finance, LLC, SunTrust Bank, NA, Burdale Capital Finance, Inc. and U.S. Bank National Association, in their capacities as Senior Managing Agents.

“ Settlement Date ” has the meaning specified in Section 2.14(a) .

“ Shares ” means the issued and outstanding shares of common stock, par value $0.01 per share, of CSK that are not owned on the date of this Agreement by the Lead Borrower.

“ Shareholders’ Equity ” means, as of any date of determination for any Person, consolidated shareholders’ equity of such Person and its Subsidiaries as of that date determined in accordance with GAAP.

“ Shrink ” means Inventory which has been lost, misplaced, stolen, or is otherwise unaccounted for.

“ Shrink Reserve ” means, without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility criteria, an amount reasonably estimated by the Administrative Agent in its Permitted Discretion, in accordance with the provisions of Section 2.01(b) , to be equal to that amount which is required in order that the Shrink reflected in Borrowers’ stock ledger would be reasonably equivalent to the Shrink calculated as part of the Borrowers’ most recent physical inventory.

“ Solvent ” and “ Solvency ” means, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

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“ Standby Letter of Credit ” means any Letter of Credit that is not a Commercial Letter of Credit.

“ Stated Amount ” means at any time the maximum amount for which a Letter of Credit may be honored.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the FRB). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Store ” means any retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated, or to be operated, by any Loan Party.

“ Subordinated Indebtedness ” means Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations and which is on terms approved in writing by the Administrative Agent in its reasonable discretion.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s)

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determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swing Line ” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04 .

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04 .

“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.04(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) , which, if in writing, shall be substantially in the form of Exhibit B .

“ Swing Line Note ” means the promissory note of the Borrowers substantially in the form of Exhibit C-3 , payable to the order of the Swing Line Lender, evidencing the Swing Line Loans made by the Swing Line Lender.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $75,000,000 and (b) the Aggregate Tranche A Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Tranche A Commitments.

“ Syndication Agent ” means Lehman Commercial Paper Inc.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tender Offer ” means the offer to purchase all of the Shares by Merger Sub in accordance with the Merger Agreement.

“ Termination Date ” means the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Obligations (excluding Other Liabilities) is accelerated (or deemed accelerated) and the Aggregate Commitments are irrevocably terminated (or deemed terminated) in accordance with Section 8.02 , and (iii) the date that the Aggregate Commitments are terminated by the Lead Borrower in accordance with Section 2.06 hereof.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

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“ Trading with the Enemy Act ” has the meaning set forth in Section 10.18 .

“ Tranche A Applicable Percentage ” means, with respect to any Tranche A Lender at any time, the percentage (carried out to the fourth decimal place) of the Aggregate Tranche A Commitments represented by such Tranche A Lender’s Tranche A Commitment at such time. If the commitment of each Tranche A Lender to make Tranche A Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Sections 2.06(a) or 8.02 or if the Aggregate Tranche A Commitments have expired, then the Tranche A Applicable Percentage of each Tranche A Lender shall be determined based on the Tranche A Applicable Percentage of such Tranche A Lender most recently in effect, giving effect to any subsequent assignments. The initial Tranche A Applicable Percentage of each Tranche A Lender is set forth opposite the name of such Tranche A Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche A Lender becomes a party hereto, as applicable.

“ Tranche A Borrowing Base ” means, at any time of calculation, an amount equal to:

(a) the face amount of Eligible Credit Card Receivables multiplied by eighty-five percent (85%);

plus

(b) (i) the Cost of Eligible Inventory of the Lead Borrower and its Subsidiaries (excluding CSK and its Subsidiaries), net of Inventory Reserves applicable thereto, multiplied by (ii)(A) eighty-five percent (85%)  multiplied by (B) the Appraised Value of Eligible Inventory;

plus

(c) (i) the Cost of Eligible Inventory of CSK and its Subsidiaries, net of Inventory Reserves applicable thereto, multiplied by (ii) (A) eighty-five percent (85%)  multiplied by (B) the Appraised Value of Eligible Inventory;

plus

(d) the face amount of Eligible Non-Credit Card Receivables (net of Receivables Reserves applicable thereto) multiplied by eighty-five percent (85%);

plus

(e) the Appraised Value of Eligible Real Estate, net of Environmental Reserves and other Realty Reserves applicable thereto multiplied by the Real Estate Advance Rate;

minus

(f) without duplication of other Reserves, the then amount of all Availability Reserves;

provided that amounts advanced under clause (e), when combined with the amount advanced under clause (c) of the definition of Tranche A-1 Borrowing Base, shall not exceed in the aggregate the Real Estate Cap (and, to the extent that the Real Estate Cap is so exceeded, a Reserve in an amount of such excess will be deducted from the Tranche A Borrowing Base).

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“ Tranche A Commitment ” means, with respect to each Tranche A Lender, the commitment of such Lender hereunder set forth as its Tranche A Commitment opposite its name on Schedule 2.01 hereto or as may subsequently be set forth in the Register from time to time, as the same may be reduced from time to time pursuant to the terms of this Agreement.

“ Tranche A Lender ” means each Lender having a Tranche A Commitment as set forth on Schedule 2.01 hereto or in the Assignment and Assumption by which it becomes a Tranche A Lender.

“ Tranche A Loans ” means, collectively, the Committed Loans made by the Tranche A Lenders pursuant to Section 2.02 .

“ Tranche A Notes ” means the promissory notes of the Borrowers substantially in the form of Exhibit C-1 , each payable to the order of a Tranche A Lender, evidencing the Tranche A Loans made by such Tranche A Lender.

“ Tranche A-1 Applicable Percentage ” means, with respect to any Tranche A-1 Lender at any time, the percentage (carried out to the fourth decimal place) of the Aggregate Tranche A-1 Commitments represented by such Tranche A-1 Lender’s Tranche A-1 Commitment at such time. If the commitment of each Tranche A-1 Lender to make Tranche A-1 Loans has been terminated pursuant to Sections 2.06(c) , 2.06(d) or 8.02 or if the Aggregate Tranche A-1 Commitments have expired, then the Tranche A-1 Applicable Percentage of each Tranche A-1 Lender shall be determined based on the Tranche A-1 Applicable Percentage of such Tranche A-1 Lender most recently in effect, giving effect to any subsequent assignments. The initial Tranche A-1 Applicable Percentage of each Tranche A-1 Lender is set forth opposite the name of such Tranche A-1 Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche A-1 Lender becomes a party hereto, as applicable.

“ Tranche A-1 Borrowing Base ” means, at any time of calculation, an amount equal to:

(a) (i) the Cost of Eligible Inventory of the Lead Borrower and its Subsidiaries (excluding CSK and its Subsidiaries), net of Inventory Reserves applicable thereto, multiplied by (ii) (A) ten percent (10%)  multiplied by (B) the Appraised Value of Eligible Inventory;

plus

(b) (i) the Cost of Eligible Inventory of CSK and its Subsidiaries, net of Inventory Reserves applicable thereto, multiplied by (ii) (A) ten percent (10%)  multiplied by (B) the Appraised Value of Eligible Inventory;

plus

(c) the Appraised Value of Eligible Real Estate, net of Environmental Reserves and other Realty Reserves applicable thereto multiplied by ten percent (10%);

plus

(d) the then Tranche A Borrowing Base;

provided that amounts advanced under clause (c), when combined with the amount advanced under clause (e) of the definition of Tranche A Borrowing Base, shall not exceed in the aggregate the Real Estate Cap.

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“ Tranche A-1 Commitment ” means, with respect to each Tranche A-1 Lender, the commitment of such Tranche A-1 Lender hereunder set forth as its Tranche A-1 Commitment opposite its name on Schedule 2.01 hereto or as may subsequently be set forth in the Register from time to time, as the same may be reduced from time to time pursuant to this Agreement.

“ Tranche A-1 Lender ” means each Lender having a Tranche A-1 Commitment as set forth on Schedule 2.01 hereto or in the Assignment and Assumption by which it becomes a Tranche A-1 Lender.

“ Tranche A-1 Loans ” means, collectively, the Committed Loans made by the Tranche A-1 Lenders pursuant to Section 2.02 .

“ Tranche A-1 Notes ” means the promissory notes of the Borrowers substantially in the form of Exhibit C-2 , each payable to the order of a Tranche A-1 Lender, evidencing the Tranche A-1 Loans made by such Tranche A-1 Lender.

“ Type ” means, with respect to a Committed Loan, its character as a Prime Rate Loan or a LIBO Rate Loan.

“ UCC ” or “ Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

“ UFCA ” has the meaning specified in Section 10.21(d) .

“ UFTA ” has the meaning specified in Section 10.21(d) .

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .

“ Wholly Owned Subsidiary ” means, with respect to any Person, any corporation, partnership or other entity of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are directly or indirectly owned or controlled by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly provided, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, described in clause (a) of the definition of “Audited Financial Statements” contained in this Agreement except as otherwise specifically prescribed herein

(b) Changes in GAAP . If at any time any change in GAAP or any change in accounting practices or reporting practices of the Loan Parties would affect the computation of any financial ratio or requirement set forth in any Loan Document or the computation of the Borrowing Base, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio, requirement or computation to preserve the original intent thereof in light of such change in GAAP, accounting practices or reporting practices (subject to the approval of the Required Lenders and the Lead Borrower); provided that , until so amended, (i) such ratio, requirement or computation shall continue to be computed in accordance with GAAP or the former accounting and reporting practices prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other

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documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio, requirement or computation made before and after giving effect to such change in GAAP, accounting practices or reporting practices, as applicable.

1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms of any Issuer Documents related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.

1.07 Certifications. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such Person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans; Reserves.

(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Committed Loan ”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment and (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations:

(i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Borrowing Base;

(ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Loans of any Tranche A Lender, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Tranche A Lender’s Tranche A Commitment and (y) such Tranche A Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base;

(iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit;

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(iv) the aggregate outstanding principal amount of Tranche A Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the Aggregate Tranche A Commitments; and

(v) the aggregate outstanding principal amount of the Tranche A-1 Loans shall not exceed the Aggregate Tranche A-1 Commitments.

Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, any Borrower may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 . Committed Loans may be Prime Rate Loans or LIBO Rate Loans, as further provided herein.

(b) The following are the Reserves as of the Closing Date:

(i) Shrink for Inventory owned by the Lead Borrower and its Subsidiaries tracked by the Lead Borrower’s perpetual inventory system (an Inventory Reserve): An amount equal to the shrink reserve reflected in the Lead Borrower’s general ledger plus one month’s average shrink resulting from cycle count activity for Stores and distribution centers;

(ii) Shrink for Inventory owned by CSK and its Subsidiaries tracked by CSK’s perpetual inventory system (an Inventory Reserve): An amount equal to the shrink reserve reflected in the Lead Borrower’s general ledger less the value of cycle count adjustments not yet recorded in the general ledger;

(iii) Rent (an Availability Reserve): An amount equal to one (1) month’s rent for all of the Borrowers’ leased locations in the States of Washington, Virginia and Pennsylvania at which Eligible Inventory is located, other than any such leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement;

(iv) Dilution Reserve (a Receivable Reserve): An amount equal to one week of the average monthly aggregate of returns, credits and charge-offs recorded against Eligible Non-Credit Card Receivables;

(v) Customer Credit Liabilities (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records; and

(vi) Environmental Compliance Reserve (a Realty Reserve): An amount equal to $750,000.

(c) At the time of the delivery of each Borrowing Base Certificate, to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate, an Availability Reserve shall be established under the Tranche A Borrowing Base in the amount of such excess, which Reserve shall remain in effect until, and shall be adjusted in accordance with the foregoing provisions upon, delivery of the subsequent Borrowing Base Certificate.

(d) In addition to its rights under Section 2.01(c) , the Administrative Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion, to establish, modify or eliminate Reserves upon five (5) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Borrowers and the Borrowers may take such action as may be required so

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that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that (i) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, Rent and Customer Credit Liabilities), provided , however, that the Administrative Agent shall provide the Lead Borrower with written notice of any such change no later than the Business Day of such change or establishment, and (ii) only one (1) Business Day’s prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Borrowers and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists) shall be required for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it is reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such five (5) Business Day period. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Inventory”, “Eligible Credit Card Receivables”, “Eligible Non-Credit Card Receivables” or “Eligible Real Estate” and vice versa, or reserves or criteria deducted in computing the cost or value of Eligible Inventory, Eligible Credit Card Receivables, Eligible Non-Credit Card Receivables or Eligible Real Estate and vice versa. Nothing contained herein shall permit the Agents to establish Reserves which would not be permitted under the definitions of “Availability Reserves”, “Receivables Reserves” or “Inventory Reserves”.

2.02 Borrowings, Conversions and Continuations of Committed Loans.

(a) Committed Loans shall be either Prime Rate Loans or LIBO Rate Loans as the Lead Borrower may request subject to and in accordance with this Section 2.02 . All Swing Line Loans shall be only Prime Rate Loans. Subject to the other provisions of this Section 2.02 , Committed Borrowings of more than one Type may be incurred at the same time.

(b) On the Closing Date, each Tranche A-1 Lender, severally and not jointly with any other Tranche A-1 Lender, agrees, upon the terms and subject to the conditions herein set forth, to make Tranche A-1 Loans to the Borrowers on the Closing Date in a single drawing in an amount equal to such Tranche A-1 Lender’s Tranche A-1 Commitment.

(c) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans, and (ii) one (1) Business Day prior to the requested date of any Borrowing of Prime Rate Loans; provided , however , that if the Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, (A) the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is available to all of them; and (B) not later than 11:00 a.m., two (2) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period is available to all of the applicable Lenders. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(c) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice,

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appropriately completed and signed by a Responsible Officer of the Lead Borrower. Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Prime Rate Loans. Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.

(d) Notwithstanding the provisions of Section 2.02(c) , the Borrowers shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the Tranche A-1 Commitments (to the extent that such Tranche A-1 Commitments have not been terminated). If any Tranche A-1 Loan is prepaid in whole or part pursuant to Section 2.05 , any Loans to the Borrowers thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the Tranche A-1 Commitments and thereafter shall be Tranche A Loans. All Tranche A-1 Credit Extensions shall be solely Tranche A-1 Loans, and all Letters of Credit shall constitute solely Tranche A Credit Extensions.

(e) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Prime Rate Loans described in Section 2.02(c) . In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the day of receipt by the Administrative Agent (except that with respect to the initial Credit Extensions on the Closing Date such funds shall be made available reasonably contemporaneously with the consummation of the Tender Offer) either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Lead Borrower; provided , however , that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first , shall be applied to the payment in full of any such L/C Borrowings, and second , shall be made available to the Borrowers as provided above.

(f) Each Borrowing of Tranche A Loans (other than Swing Line Loans) shall be made by the Tranche A Lenders pro rata in accordance with their respective Tranche A Applicable Percentage and each Borrowing of Tranche A-1 Loans shall be made by the Tranche A-1 Lenders pro rata in accordance with their respective Tranche A-1 Applicable Percentage. The failure of any Lender to make any Loan shall neither relieve any other Lender of its obligation to fund its Loan in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender.

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(g) The Administrative Agent, without the request of the Lead Borrower, may advance (i) any interest, fee, service charge, expenses, or other payment (other than third party fees and expenses or other payments) to which any Lender is entitled from the Loan Parties relating to any Loan or Letter of Credit upon one (1) Business Day’s prior notice to the Lead Borrower, and (ii) any third party fees and expenses or other payments for which the Loan Parties are responsible pursuant hereto or any other Loan Document to the extent the same have not been paid by the Loan Parties within fifteen (15) Business Days after notice thereof, with a copy of the invoice therefor, from the Administrative Agent ( provided that if an Event of Default exists and is continuing, no such prior notice shall be required), and, in each case, may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. Unless prior notice is required and provided pursuant to the immediately preceding sentence, the Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05(c) . Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(g) shall bear interest at the interest rate then and thereafter applicable to the applicable Committed Loans that are Prime Rate Loans.

(h) Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBO Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as LIBO Rate Loans without the Consent of the Required Lenders.

(i) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate. At any time that Prime Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Prime Rate promptly following the public announcement of such change.

(j) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Committed Loans.

(k) The Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders, the Swing Line Lender and the L/C Issuer and each Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(c) . The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Tranche A Lenders’ obligations to purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Tranche A Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to “inadvertent Overadvances” (i.e., where an Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the collateral value)) regardless of the amount of any such Overadvance(s).

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2.03 Letters of Credit.

(a) The Letter of Credit Commitment .

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until and including the Letter of Credit Expiration Date, to issue Letters of Credit for the account of any Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base, (y) the aggregate Outstanding Amount of the Committed Loans of any Tranche A Lender, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Tranche A Lender’s Tranche A Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or a