EXHIBIT 10.37
     WAIVER, dated as of May 1, 2005 (this “Waiver”), to the Amended and RestatedCredit Agreement, dated as of January 16, 2004 (as amended, supplemented or otherwise modified fromtime to time, the “Credit Agreement”), among CSK Auto, Inc., an Arizona corporation (the“Company”), the several banks and other financial institutions or entities from time totime party thereto (the “Lenders”), the Syndication Agent and the Co-Documentation Agentsnamed therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the“Administrative Agent”).
WITNESSETH:
     WHEREAS, the Company has requested that the Lenders waive compliance with a certain covenantof the Credit Agreement; and
     WHEREAS, the Lenders have consented to such waiver but only on the terms and conditionscontained herein;
     NOW, THEREFORE, the parties hereto hereby agree as follows:
     1. Defined Terms. Unless otherwise defined herein, capitalized terms which aredefined in the Credit Agreement are used herein as therein defined.
     2. Waiver.
     (a) The Lenders hereby waive, with respect to the fiscal quarter ending May 1, 2005,compliance with the Consolidated Leverage Ratio covenant contained in Section 8.7 of the CreditAgreement; provided, that the Consolidated Leverage Ratio for the period of fourconsecutive fiscal quarters of the Company ending May 1, 2005 does not exceed 3.50 to 1.0.
     (b) The Lenders hereby agree that the term “Indebtedness” shall exclude all items that wouldbe considered indebtedness due to EITF 97-10 for all purposes on and after May 1, 2005;provided, that the aggregate amount of such items shall not exceed $15,000,000.
     (c) The Lenders hereby agree that the Company shall be permitted to furnish the financialstatements referred to in Section 7.1(a) of the Credit Agreement for Fiscal Year 2004 not laterthan five days after the filing thereof with the Securities and Exchange Commission;provided, that such financial statements shall be delivered on or before May 31, 2005.
     3. Effectiveness. This Waiver shall become effective as of May 1, 2005 on the date onwhich the Administrative Agent shall have received (a) this Waiver, executed and delivered by theAdministrative Agent, the Company and the Required Lenders, and (b) a waiver fee, for the accountof each Lender executing this Waiver by 12:00 noon (New York time) on May 2, 2005, in an amountequal to 0.05% of the sum of such Lender’s (i) Revolving Commitment and (ii) outstanding Tranche CTerm Loans as of such date.
     4. Representation and Warranties. The Company hereby confirms, reaffirms and restatesthat the representations and warranties set forth in Section 5 of the Credit Agreement are true andcorrect in all material respects on and as of May 1, 2005 as if made on and as of such date (unlessstated to relate to a specific earlier date, in which case, such representations and warrantiesshall be true and
 

 

correct in all material respects as of such earlier date). The Company represents andwarrants that, after giving effect to this Waiver, no Default or Event of Default has occurred andis continuing.
     5. Continuing Effect of the Credit Agreement. This Waiver shall not constitute awaiver of any other provision of the Credit Agreement not expressly referred to herein and shallnot be construed as a waiver or consent to any further or future action on the part of the Companythat would require a waiver or consent of the Lenders or the Administrative Agent. Except asexpressly waived hereby, the provisions of the Credit Agreement are and shall remain in full forceand effect.
     6. Counterparts. This Waiver may be executed by the parties hereto in any number ofseparate counterparts (including facsimiled counterparts), each of which shall be deemed to be anoriginal, and all of which taken together shall be deemed to constitute one and the sameinstrument.
     7. Expenses. The Company agrees to pay or reimburse the Administrative Agent for allof its reasonable out-of-pocket costs and expenses incurred in connection with the preparation,negotiation and execution of this Waiver, including, without limitation, the fees and disbursementsof one counsel to the Administrative Agent.
     8. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDERTHIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.
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     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed anddelivered by their proper and duly authorized officers as of the day and year first above written.      CSK AUTO, INC.