AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of June 11, 2020, is entered into by and among MONRO, INC., a New York Corporation (Borrower), the several financial institutions party hereto as Lenders, CITIZENS BANK, N.A., as Administrative Agent for itself and the other Lenders (the Administrative Agent), Bank of America, N.A., JPMorgan Chase Bank, N.A., and Keybank National Association, as Co-Syndication Agents and Truist Bank (formerly known as Branch Banking and Trust Company), TD Bank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, as well as MNRO Service Holdings, LLC, a Delaware limited liability company, MNRO Holdings, LLC, a Delaware limited liability company, CAR-X, LLC, a Delaware limited liability company, and MONRO SERVICE CORPORATION, a Delaware corporation (each a Guarantor and collectively the Guarantors). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.
WHEREAS, Borrower, Lenders, Administrative Agent, as well as the Co-Syndication Agents and Co-Documentation Agents referred to above are parties to that certain Amended and Restated Credit Agreement dated as of April 25, 2019 (as amended or modified from time to time, the Credit Agreement).
WHEREAS, Borrower has requested that the Credit Agreement be modified as provided herein.
WHEREAS, Administrative Agent has advised Borrower that the requisite Lenders are willing to agree to its request on the terms and subject to the conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to Credit Agreement.
(a) Section 1.1. The existing definition of Leverage Covenant Cushion Condition is deleted, and the definitions of ABR Borrowing, Acquisition, Adjusted One-Month LIBOR Rate, Bail-In Action, Bail-In Legislation, Disposition, LIBOR Rate, LIBOR Rate Borrowing, and Write-Down and Conversion Powers as set forth in Section 1.1 are hereby respectively restated as follows:
ABR Borrowing means a Borrowing bearing interest at the sum of the ABR plus the Applicable Margin plus the Applicable Additional Margin.
Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the acquisition or purchase by Borrower of assets, including without limitation, stock, partnership, securities, or other interest in any other Person; excluding however, assets purchased in the ordinary course of business which are budgeted as part of the Borrowers annual capital expenditure budget, (ii) the acquisition or ownership of in excess of 50% of the Equity Interests of any Person, or (iii) the acquisition of another Person by a merger, consolidation, amalgamation, Division or any other combination with such Person.