EX-10.1






THIRD AMENDMENT




THIRD AMENDMENT, dated as of October 10, 2007 (this “Amendment”), to the CREDIT
AGREEMENT 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 CHASE
BANK, N.A., as Administrative Agent., and LEHMAN COMMERCIAL PAPER INC. and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Syndication Agents.



W I T N E S S E T H:




WHEREAS, the Company, the Administrative Agent, the Co-Syndication Agents and the Lenders are
parties to the Credit Agreement;



WHEREAS, the parties hereto have agreed to amend the Credit Agreement 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. Amendments to Credit Agreement.



(a) Amendments to Section 1.01. Effective upon the Effective Date (as defined below),
Section 1.01 of the Credit Agreement is hereby amended by:




(i) deleting the definition of “Applicable Rate” where it appears therein, and
inserting in lieu thereof, the following new definition:



“Applicable Rate” means, for any day, with respect to any Eurodollar Loan or ABR Loan,
the applicable rate per annum set forth below under the caption “Eurodollar Spread” or “ABR Spread”
as applicable, based upon the then current corporate ratings issued by Moody’s and S&P for the
Company, and provided, that if at any time either of Moody’s or S&P does not have or
withdraws its rating on the Company, for the purposes hereof, the rating shall be deemed to be B3
or B-, as the case may be:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rating	 	Eurodollar Spread	 	ABR Spread	 	 	 	 
	 
	 	>=Ba3/BB-	 	 	3.25	%	 	 	2.25	%	 	 	 	 
	 
	 	 	B1/B+	 	 	 	3.50	%	 	 	2.50	%	 	 	 	 
	 
	 	 	B1/B	 	 	 	3.75	%	 	 	2.75	%	 	 	 	 
	 
	 	 	B2/B	 	 	 	4.00	%	 	 	3.00	%	 	 	 	 
	 
	 	 	<=B3/B-	 	 	 	4.50	%	 	 	3.50	%	 	 	 	 






If the Company has at any time a split rating (other than B1/B) then the lower rating shall
apply. If any Event of Default shall have occurred and be continuing as of any date on which the
Applicable Rate would have otherwise been adjusted in accordance with this definition, the
Applicable Rate shall in no event be reduced on such date (from the Applicable Rate as in effect
prior to such date) until such Event of Default is cured or waived.




(ii) inserting the following new definitions in appropriate alphabetical order:




“Third Amendment” means the third amendment, dated as of October 10, 2007, to
this Agreement.




“Third Amendment Effective Date” means October 10, 2007.



(b) Amendment to Section 2.05. Section 2.05 of the Credit Agreement is hereby amended
by (i) inserting the words “(other than any credit facility incurred, or repricing effected,
concurrently with a Change of Control)” after the word “Loans” where it first appears in the second
proviso thereof; and (ii) deleting the term “Closing Date” where it appears in the second proviso
thereof and inserting “Third Amendment Effective Date” in lieu thereof.



(c) 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 in
lieu 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:



	 	 	 	 	 	 	 	 	 
	 	 	Quarter	 	Dates	 	Leverage Ratio	 	 
	 

	 	Q4 ‘06
	 	February 4, 2007
	 	3.75:1.00
	 	 
	 

	 	Q1 ‘07
	 	May 6, 2007
	 	3.95:1.00
	 	 
	 

	 	Q2 ‘07
	 	August 5, 2007
	 	3.85:1.00
	 	 
	 

	 	Q3 ‘07
	 	November 4, 2007
	 	4.00:1.00
	 	 
	 

	 	Q4 ‘07
	 	February 3, 2008
	 	4.00:1.00
	 	 
	 

	 	Q1 ‘08
	 	May 4, 2008
	 	3.85:1.00
	 	 
	 

	 	Q2 ‘08
	 	August 3, 2008
	 	3.75:1.00
	 	 
	 

	 	Q3 ‘08
	 	November 2, 2008
	 	3.50:1.00
	 	 
	 

	 	 

 

 

Q4 ‘08 — Q3 ‘09
	 	February 1, 2009,

May 3, 2009, August

2, 2009 and

November 1, 2009
	 	 

 

 

3.25:1.00
	 	





 
	 

	 	 

 

Q4 ’09 – maturity
	 	January 31, 2010

and any time

thereafter
	 	 

 

3.00:1.00
	 	



 






3. Conditions to Effectiveness of this Amendment. This Amendment shall become
effective on the date (the “Effective Date”), upon which the Administrative Agent shall
have received (i) counterparts of this Amendment duly executed by the Company, the Guarantors, the
Administrative Agent and the Required Lenders, (ii) payment, for distribution to each Lender that
has signed and delivered this Amendment to the Administrative Agent by not later than 5:00 p.m.
(New York City time) on October 10, 2007 (or such later time or date as agreed by the Company and
the Administrative Agent), an amendment fee equal to 0.25% of the outstanding Loans of such Lender,
and (iii) payment of all fees and invoiced out-of-pocket costs and expenses of the Administrative
Agent payable by the Company under the Credit Documents and as otherwise agreed, including without
limitation, 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, the
Company and the Guarantors hereby represent and warrant that all representations and warranties
contained in the Credit Agreement and the other Credit Documents are true and correct in all
material respects on and as of the Effective Date (unless stated to relate to a specific earlier
date, in which case, such representations and warranties shall be true and correct in all material
respects as of such earlier date) and that no Default or Event of Default shall have occurred and
be continuing or would result from the execution and delivery of this Amendment.



(b) Limited Effect. Except as expressly modified by this Amendment, the Credit
Agreement and the other Credit Documents are ratified and confirmed and are, and shall continue to
be, in full force and effect in accordance with their respective terms. Each Credit Party
acknowledges and agrees that such Credit Party is truly and justly indebted to the Lenders and the
Administrative Agent for the Obligations, without defense, counterclaim or offset of any kind, and
such Credit Party ratifies and reaffirms the validity, enforceability and binding nature of such
Obligations. The Company acknowledges and agrees that nothing in this Amendment shall constitute an
indication of the Lenders’ willingness to consent to any other amendment or waiver of any other
provision 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 this
Amendment on any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. A set of
the copies of this Amendment signed by the parties hereto shall be delivered to the Company and the
Administrative Agent. The execution and delivery of this Amendment by any Lender, or by the
Administrative Agent with the consent of any Lender, shall be binding upon such Lender’s successors
and assigns (including transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.



6. Acknowledgement of Guarantors. The Guarantors acknowledge and consent to all of
the terms and conditions of this Amendment and agree that this Amendment and all documents 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 further acknowledge 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’ obligations thereunder or if the Guarantors
did have any such claims, counterclaims, offsets or defenses (other than payment) to the Credit
Documents or any transaction related to the Credit Documents, the same are hereby waived,
relinquished and released in consideration of execution and delivery of this Amendment.



7. Credit Document. This Amendment is a Credit Document executed pursuant to the
Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered
and 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 UNDER
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



* * * * *




1




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their respective duly authorized officers as of the date first above written.




CSK AUTO, INC.




By: /s/ STEPHEN LEWIS

Name: STEVEN LEWIS

Title: VP, TREASURER





Acknowledged




CSK AUTO CORPORATION




By: /s/ STEPHEN LEWIS

Name: STEVEN LEWIS

Title: VP, TREASURER





CSKAUTO.COM, INC.




By: /s/ STEPHEN LEWIS

Name: STEVEN LEWIS

Title: VP, TREASURER




2




JPMORGAN CHASE BANK, N.A. as Administrative Agent and




a Lender




By: /s/ BARRY BERGMAN

Name: BARRY BERGMAN

Title: MANAGING DIRECTOR





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