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FOURTH WAIVER
FOURTH
WAIVER dated as of August 10, 2007 (this “ Waiver
”) to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated
as of July 25, 2005 (as amended or modified, the “
Credit Agreement ”), among CSK AUTO, INC. (the “
Company ”), the Lenders, the Co-Syndication Agents and
the Co-Documentation Agents party thereto, and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.
W I
T N E S S E T
H
:
WHEREAS,
the Company has requested that the Administrative Agent and the
Required Lenders agree to waive compliance with certain provisions
of the Credit Agreement; and
WHEREAS,
the Administrative Agent has obtained the consent of the Required
Lenders to execute this Waiver, but only upon the terms and
conditions set forth herein;
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the
premises contained herein, the parties hereto agree as follows:
1.
Defined Terms . Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as
defined therein.
2.
Waiver . Until the earliest of the following (such earliest
date, the “ Financial Statement Waiver Termination
Date ”) of:
(i) the
date ten days prior to the first date on which an event of default
has occurred and is continuing under the Indenture in respect of
the Company’s 6 3/4 %
Senior Exchangeable Notes due 2025 (as the same may be amended or
otherwise modified from time to time as permitted under the Credit
Agreement, the “ 6 3/4
% Notes ”) which would entitle the holders thereof to
accelerate all or any of the 6 3/4 % Notes, any applicable grace period
having expired (it being understood that a grace period that begins
upon the giving of notice shall be considered an applicable grace
period and shall not be considered expired until the notice has
been given and the grace period has run);
(ii) the
date on which the Company has filed with the Securities and
Exchange Commission its reports on Form 10-Q for the first and
second quarters of its 2007 fiscal year and its reports on Form
10-Q for each fiscal quarter of its 2006 fiscal year (collectively,
the “ Specified Form 10-Qs ”); and
(iii)
(A) September 15, 2007, in the case of the filing of the
Company’s report on Form 10-Q for each fiscal quarter of its
2006 fiscal year and for the first quarter of its 2007 fiscal year
or (B) October 15, 2007, in the case of the filing of the
Company’s report on Form 10-Q for the second quarter of its
2007 fiscal year;
the Lenders hereby waive
the requirements under the Credit Documents that the Company
deliver the Specified Form 10-Qs and its financial statements for
the quarters of its 2006 fiscal year and for the first and second
quarters of its 2007 fiscal year (as the case may be), and other
information and documents required to be delivered under the Credit
Documents in connection with such reports or such financial
statements.
3.
Agreements . (a) The Company
agrees to deliver to the Administrative Agent for prompt
distribution to each Lender as soon as available, and in any event
within 35 days after the end of each fiscal month of the
Company, management financial reports of the Company setting forth
(i) a consolidated balance sheet and consolidated statements
of income and operations and (ii) calculations demonstrating
compliance with Section 6.07 of the Credit Agreement
(including calculations of Consolidated EBITDAR and Consolidated
EBITDA (which shall be Consolidated EBITDAR net of Consolidated
Lease Expense), with any such financial statements to be prepared
in a manner materially consistent with the Company’s past
practices (unless otherwise required to conform with the results of
the audit or changes in GAAP) and, to the extent relevant, on the
basis of management’s good faith efforts, in such form and
detail reasonably satisfactory to the Administrative Agent. The
Lenders acknowledge that such management financial reports are not
final and are subject to change in connection with the preparation
of the Specified Form 10-Qs.
(b) The Company agrees that (i) it shall not permit, as
of the end of any fiscal quarter ending prior to the Financial
Statement Waiver Termination Date, the Fixed Charge Coverage Ratio
to be less than 1.0
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