MASTEREXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT Dated as of December 4, 2013 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and Swingline Lender and JPMORGAN CHASE BANK, N.A., as Syndication Agent MERRILL LYNCH,PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, asJoint Lead Arrangers and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC, SUNTRUST ROBINSON HUMPHREY, INC., U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO SECURITIES, LLC and BARCLAYS CAPITAL, as JointBook Runners and SUNTRUSTBANK, U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and BARCLAYS BANK PLC, as Documentation Agents MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT

EX-10.1 2 d641274dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT

Dated as of December 4, 2013

among

AUTOZONE, INC.,

as Borrower,

THE SEVERAL LENDERS

FROM TIME TO TIME PARTY HERETO

AND

BANK OF AMERICA, N.A.,

as Administrative Agent and Swingline Lender

and

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

J.P. MORGAN SECURITIES LLC,

as Joint Lead Arrangers

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

J.P. MORGAN SECURITIES LLC,

SUNTRUST ROBINSON HUMPHREY, INC.,

U.S. BANK NATIONAL ASSOCIATION,

WELLS FARGO SECURITIES, LLC

and

BARCLAYS CAPITAL,

as Joint Book Runners

and

SUNTRUST BANK,

U.S. BANK NATIONAL ASSOCIATION,

WELLS FARGO BANK, NATIONAL ASSOCIATION

and

BARCLAYS BANK PLC,

as Documentation Agents


MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT

Reference is made to the Amended and Restated Credit Agreement dated as of September 13, 2011, as amended, modified, extended or restated from time to time (the “Credit Agreement”) among AutoZone, Inc., the Lenders party thereto, Bank of America, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent. Terms defined in the Credit Agreement are used herein with the same meanings.

1. Each undersigned Lender hereby confirms its Revolving Commitment, effective as of the Effective Date set forth below, to make Loans under the Credit Agreement up to the principal amount of such Revolving Commitment as set forth on Schedule 2.1(a) attached hereto and, if applicable, agrees that its existing Revolving Commitment is hereby replaced. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Lender will, as of the Effective Date, be a party to the Credit Agreement and be bound by the provisions of the Credit Agreement and, to the extent of its Revolving Commitment, have the rights and obligations of a Lender thereunder. Furthermore, each undersigned Lender (together constituting Required Lenders under the Credit Agreement), the Borrower and the Administrative Agent agree that (a) the $250,000,000 increase option pursuant to Section 3.4(b) of the Credit Agreement is hereby “refreshed” as of the Effective Date, (b) to that end, the references to “$250,000,000” and “$1,250,000,000” set forth in Section 3.4(b)(i) of the Credit Agreement are hereby amended to read “$500,000,000” and “$1,500,000,000,” respectively, and (c) in Section 3.4(d) of the Credit Agreement, the words “make a single written request of the Lenders to extend the Termination Date hereunder for an additional period of one (1) year” are hereby replaced with the following “(i) prior to December 4, 2013, make one written request of the Lenders to extend the Termination Date and (ii) after December 4, 2013, make one additional written request of the Lenders to extend the Termination Date then in effect, in each case, for an additional period of one (1) year.”

2. Each undersigned Lender hereby agrees that, pursuant to Section 3.4(d) of the Credit Agreement and effective as of the Effective Date, the Termination Date relating to its Commitment is extended by one (1) year to September 13, 2017, unless otherwise indicated on Schedule 2.1(a) attached hereto.

3. The parties hereto agree that, effective as of the Effective Date, Schedule 2.1(a) to the Credit Agreement is restated in its entirety to read as set forth on Schedule 2.1(a) attached hereto. The Borrower hereby ratifies and reaffirms the Credit Agreement, as amended hereby, and the other Credit Documents and acknowledges and reaffirms that, after giving effect to the increase in the Revolving Commitments pursuant to this Agreement and the other amendments contained herein, it is bound by all terms of this Credit Agreement and the other Credit Documents

4. The Borrower agrees to pay on the Effective Date all fees and expenses relating to this Agreement which are due and payable on such date, including all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent).

5. Subject to (a) receipt by the Administrative Agent of (i) executed signature pages to this Agreement from the Borrower, each Lender party hereto (which, for the avoidance of doubt, must constitute Required Lenders) and the Administrative Agent and (ii) the items required to be delivered by the Borrower pursuant to clauses (A), (C) and (D) of Section 3.4(b)(ii) of the Credit Agreement (to the extent applicable), and (b) payment by the Borrower of the fees set forth in Section 4 above, the Effective Date of the extensions and new Revolving Commitments pursuant to this Agreement shall be December 4, 2013.


6. Nothing contained in this Agreement shall be deemed to constitute a waiver of any rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Credit Documents or under applicable law.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

8. This Agreement shall constitute a Credit Document.

9. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the December 4, 2013.

 

BORROWER:     AUTOZONE, INC.
    By:  

/s/ William T. Giles

    Name:   William T. Giles
    Title:   Executive Vice President and
      Chief Financial Officer
    By:  

/s/ Brian L. Campbell

    Name:   Brian L. Campbell
    Title:   Vice President and Treasurer


ADMINISTRATIVE AGENT:    

BANK OF AMERICA, N.A.,

as Administrative Agent

    By:  

/s/ Don B. Pinson

    Name:   Don B. Pinson
    Title:   Vice President


LENDERS:    

BANK OF AMERICA, N.A.,

as a Lender

    By:  

/s/ Sabrina Hassan

    Name:   Sabrina Hassan
    Title:   Vice President


   

JPMORGAN CHASE BANK, N.A.,

as a Lender

    By:  

/s/ Sarah L. Freedman

    Name:   Sarah L. Freedman
    Title:   Executive Director


   

SUNTRUST BANK,

as a Lender

    By:  

/s/ Tesha Winslow

    Name:   Tesha Winslow
    Title:   Vice President


   

US BANK NATIONAL ASSOCIATION,

as a Lender

    By:  

/s/ Frances W. Josephic

    Name:   Frances W. Josephic
    Title:   Vice President


   

WELLS FARGO BANK, N.A.,

as a Lender

    By:  

/s/ Nathan R. Rantala

    Name:   Nathan R. Rantala
    Title:   Director


   

BARCLAYS BANK PLC,

as a Lender

    By:  

/s/ Ritam Bhalla

    Name:   Ritam Bhalla
    Title:   Director


   

KEYBANK NATIONAL ASSOCIATION,

as a Lender

    By:  

/s/ Marianne T. Meil

    Name:   Marianne T. Meil
    Title:   Senior Vice President


   

MIZUHO BANK, LTD.,

as a Lender

    By:  

/s/ Tenya Mitsuboshi

    Name:   Tenya Mitsuboshi
    Title:   Deputy General Manager


   

FIFTH THIRD BANK,

as a Lender

    By:  

/s/ Lisa R. Cook

    Name:   Lisa R. Cook
    Title:   Vice President


   

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

    By:  

/s/ John Thurman

    Name:   JOHN THURMAN
    Title:   SENIOR VICE PRESIDENT


   

The Bank of Tokyo Mitsubishi, UFJ Ltd.,

as a Lender

    By:  

/s/ Thomas Danielson

    Name:   Thomas Danielson
    Title:   Authorized Signatory


   

REGIONS BANK,

as a Lender

    By:  

/s/ Bryan W. Ford

    Name:   Bryan W. Ford
    Title:   Senior Vice President


   

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

    By:  

/s/ Ming K. Chu

    Name:   Ming K. Chu
    Title:   Vice President
    By:  

/s/ Virginia Cosenza

    Name:   Virginia Cosenza
    Title:   Vice President


   

TD BANK, N.A.,

as a Lender

    By:  

/s/ Bernadette Collins

    Name:   Bernadette Collins
    Title:   Senior Vice President


   

COMERICA BANK,

as a Lender

    By:  

/s/ Heather A. Whiting

    Name:   Heather A. Whiting
    Title:   Vice President


   

THE NORTHERN TRUST COMPANY,

as a Lender

    By:  

/s/ Michael Fornal

    Name:   Michael Fornal
    Title:   Vice President


   

HSBC BANK USA, NA,

as a Lender

    By:  

/s/ Santiago Riviere

    Name:   Santiago Riviere
    Title:   Senior Vice President


   

SANTANDER BANK, N.A.,

as a Lender

    By:  

/s/ Pedro Bell Astorza

    Name:   PEDRO BELL ASTORZA
    Title:   SVP – CORPORATE BANKING


   

THE HUNTINGTON NATIONAL BANK,

as a Lender

    By  

/s/ Joshua D. Elsea

    Name:   Joshua D. Elsea
    Title:   Vice President


   

BANK OF THE WEST,

as a Lender

    By:  

/s/ Camille Farnsworth-Schrader

    Name:   Camille Farnsworth-Schrader
    Title:   Vice President


   

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

    By:  

/s/ [illegible] for JV

    Name:   Jacob Villere
    Title:   Relationship Manager


   

COMPASS BANK,

as a Lender

    By:  

/s/ Michael Dixon

    Name:   Michael Dixon
    Title:   Senior Vice President


   

BRANCH BANKING AND TRUST COMPANY,

as a Lender

    By:  

/s/ R. Andrew Beam

    Name:   R. Andrew Beam
    Title:   Senior Vice President


   

UNION BANK N.A.,

as a Lender

    By:  

/s/ Katie Cunningham

    Name:   Katie Cunningham
    Title:   Vice President


Schedule 2.1(a)

LENDERS

 

Lender

   Commitment
Percentage
    Revolving
Commitment
 

Bank of America, N.A.

     11.200000000   $ 140,000,000.00   

JPMorgan Chase Bank, N.A.

     11.200000000   $ 140,000,000.00   

SunTrust Bank

     10.880000000   $ 136,000,000.00   

Wells Fargo Bank, National Association

     10.880000000   $ 136,000,000.00   

U.S. Bank National Association

     10.880000000   $ 136,000,000.00   

Barclays Bank PLC

     10.880000000   $ 136,000,000.00   

KeyBank National Association

     2.800000000   $ 35,000,000.00   

Mizuho Corporate Bank, Ltd.

     2.800000000   $ 35,000,000.00   

Fifth Third Bank

     2.800000000   $ 35,000,000.00   

PNC Bank, National Association

     2.800000000   $ 35,000,000.00   

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

     2.800000000   $ 35,000,000.00   

Regions Bank

     2.800000000   $ 35,000,000.00   

Deutsche Bank AG New York Branch

     2.800000000   $ 35,000,000.00   

TD Bank, N.A.

     2.400000000   $ 30,000,000.00   

Comerica Bank

     1.440000000   $ 18,000,000.00   

The Northern Trust Company

     1.440000000   $ 18,000,000.00   

HSBC Bank USA, NA

     1.440000000   $ 18,000,000.00   

Santander Bank, N.A.

     1.440000000   $ 18,000,000.00   

The Huntington National Bank

     1.440000000   $ 18,000,000.00   

Bank of the West

     1.440000000   $ 18,000,000.00   

Capital One, National Association

     1.440000000   $ 18,000,000.00   

Compass Bank

     1.000000000   $ 12,500,000.00   

Branch Banking and Trust Company

     1.000000000   $ 12,500,000.00   

Union Bank N.A.

     0.000000000   $ 0.00   

Total:

     100.000000000   $ 1,250,000,000.00