**Exhibit 10.50.2**Execution CopySECOND AMENDMENT          SECOND AMENDMENT, dated as of April 27, 2007 (this “Amendment”), to the CREDITAGREEMENT dated as of June 30, 2006 (as amended, supplemented or modified from time to time, the“Credit Agreement”) among CSK AUTO, INC., the Lenders party thereto, and JPMORGAN CHASEBANK, N.A., as Administrative Agent., and LEHMAN COMMERCIAL PAPER INC. and WACHOVIA BANK, NATIONALASSOCIATION, as Co-Syndication Agents.WITNESSETH:          WHEREAS, the Company, the Administrative Agent, the Co-Syndication Agents and the Lenders areparties to the Credit Agreement;          WHEREAS, the parties hereto have agreed to amend the Credit Agreement upon the terms andconditions set forth herein;          NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and in consideration of the premises contained herein, the parties hereto agree asfollows:          1. Defined Terms. Unless otherwise defined herein, capitalized terms which aredefined in the Credit Agreement are used herein as defined therein.          2. Amendments to Credit Agreement.          (a) Amendment to Section 1.01. Effective upon the Effective Date (as defined below),Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “LeverageRatio” where it appears therein, and inserting in lieu thereof, the following new definition:     ““Leverage Ratio” means the ratio, determined as of the end of each fiscalquarter of the Company, of (a) Total Debt (but excluding from the calculation of Total Debtthe undrawn face amount of all outstanding letters of credit issued for the account of theCompany and its Subsidiaries) as of such fiscal quarter end to (b) Consolidated EBITDA forthe most recently ended four fiscal quarters, all calculated for the Company and itsSubsidiaries on a consolidated basis.”.          (b) Amendment to Section 6.07(b). Effective upon the Effective Date, Section 6.07(b)of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting inlieu thereof the following new Section:          “(b) As of the last day of the fiscal quarter ending on or about the date set forth below,permit the Leverage Ratio to be greater than the ratio set forth opposite such date below:   **Dates** **Leverage Ratio**February 4, 2007 3.75:1.00May 6, 2007 3.95:1.00August 5, 2007 3.85:1.00November 4, 2007 3.75:1.00February 3, 2008, May 4, 2008, August 3, 2008 and November2, 2008 3.50:1.00February 1, 2009, May 3, 2009, August 2, 2009 and November1, 2009 3.25:1.00January 31, 2010 and any time thereafter 3.00:1.00
 

 
          3. Conditions to Effectiveness of this Amendment. This Amendment shall becomeeffective on the date (the “Effective Date”), upon which the Administrative Agent shallhave received (i) counterparts of this Amendment duly executed by the Company, the Guarantors, theAdministrative Agent and the Required Lenders, (ii) payment, for distribution to each Lender thathas signed and delivered this Amendment to the Administrative Agent by not later than 12:00 noon(New York City time) on April 26, 2007 (or such later time or date as agreed by the Company and theAdministrative Agent), an amendment fee equal to 0.125% of the outstanding Loans of such Lender,and (iii) payment of all fees and invoiced out-of-pocket costs and expenses of the AdministrativeAgent payable by the Company under the Credit Documents and as otherwise agreed, including withoutlimitation, the reasonable fees and expenses of counsel to the Administrative Agent.          4. Representations and Warranties; No Default; Limited Effect .          (a) Representations and Warranties. After giving effect to this Amendment, theCompany and the Guarantors hereby represent and warrant that all representations and warrantiescontained in the Credit Agreement and the other Credit Documents are true and correct in allmaterial respects on and as of the Effective Date (unless stated to relate to a specific earlierdate, in which case, such representations and warranties shall be true and correct in all materialrespects as of such earlier date) and that no Default or Event of Default shall have occurred andbe continuing or would result from the execution and delivery of this Amendment.          (b) Limited Effect. Except as expressly modified by this Amendment, the CreditAgreement and the other Credit Documents are ratified and confirmed and are, and shall continue tobe, in full force and effect in accordance with their respective terms. Each Credit Partyacknowledges and agrees that such Credit Party is truly and justly indebted to the Lenders and theAdministrative Agent for the Obligations, without defense, counterclaim or offset of any kind, andsuch Credit Party ratifies and reaffirms the validity, enforceability and binding nature of suchObligations. The Company acknowledges and agrees that nothing in this Amendment shall constitute anindication of the Lenders’ willingness to consent to any other amendment or waiver of any otherprovision of the Credit Agreement or a waiver of any Default or Event of Default.          5. Counterparts. This Amendment may be executed by one or more of the parties to thisAmendment on any number of separate counterparts (including by telecopy), and all of saidcounterparts taken together shall be deemed to constitute one and the same instrument. A set ofthe copies of this Amendment signed by the parties hereto shall be delivered to the Company and theAdministrative Agent. The execution and delivery of this Amendment by any Lender, or by theAdministrative Agent with the consent of any Lender, shall be binding upon such Lender’s successorsand assigns (including transferees of its commitments and Loans in whole or in part prior toeffectiveness hereof) and binding in respect of all of its commitments and Loans, including anyacquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.          6. Acknowledgement of Guarantors. The Guarantors acknowledge and consent to all ofthe terms and conditions of this Amendment and agree that this Amendment and all documents
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executed in connection herewith do not operate to reduce or discharge the Guarantors’obligations under the Credit Agreement or the other Credit Documents. The Guarantors furtheracknowledge and agree that the Guarantors have no claims, counterclaims, offsets, or defenses(other than payment) to the Credit Documents and the performance of the Guarantors’ obligationsthereunder or if the Guarantors did have any such claims, counterclaims, offsets or defenses (otherthan payment) to the Credit Documents or any transaction related to the Credit Documents, the sameare hereby waived, relinquished and released in consideration of execution and delivery of thisAmendment.          7. Credit Document. This Amendment is a Credit Document executed pursuant to theCredit Agreement and shall (unless otherwise expressly indicated herein) be construed, administeredand applied in accordance with the terms and provisions of the Credit Agreement.          8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDERTHIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.* * * * *
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and deliveredby their respective duly authorized officers as of the date first above written.           CSK AUTO, INC.                      By /s/ James B. Riley             Name: James B. Riley      Title: Senior Vice President and ChiefFinancial Officer                      **Acknowledged**                      CSK AUTO CORPORATION                      By /s/ James B. Riley             Name: James B. Riley      Title: Senior Vice President and ChiefFinancial Officer                      CSKAUTO.COM, INC.                      By /s/ James B. Riley             Name: James B. Riley      Title: Senior Vice President and ChiefFinancial Officer  
 

 
           JPMORGAN CHASE BANK, N.A. as Administrative Agent anda Lender                      By: /s/ Thomas H. Kozlark             Name: Thomas H. Kozlark      Title: Executive Director  
 

 
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