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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended February 14, 1998, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to ________.
Commission file number 1-10714
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
Nevada 62-1482048
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
123 South Front Street
Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
(901) 495-6500
Registrant's telephone number, including area code
(not applicable)
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock, $.01 Par Value - 152,560,302 shares as of March 27, 1998.
AUTOZONE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Feb. 14, Aug.30,
1998 1997
----------- -----------
(Unaudited)
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 4,803 $ 4,668
Accounts receivable 19,703 18,713
Merchandise inventories 719,806 709,446
Prepaid expenses 17,609 20,987
Deferred income taxes 25,367 24,988
----------- -----------
Total current assets 787,288 778,802
Property and equipment:
Property and equipment 1,463,404 1,336,911
Less accumulated depreciation
and amortization (296,475) (255,783)
----------- -----------
1,166,929 1,081,128
Other assets:
Cost in excess of net assets
acquired 16,286 16,570
Deferred income taxes 6,559 4,339
Other assets 3,738 3,178
----------- -----------
26,583 24,087
----------- -----------
$ 1,980,800 $ 1,884,017
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 399,179 $ 449,793
Accrued expenses 114,486 122,580
Income taxes payable 19,653 20,079
----------- -----------
Total current liabilities 533,318 592,452
Long-term debt 263,800 198,400
Other liabilities 15,103 17,957
Stockholders' equity 1,168,579 1,075,208
----------- -----------
$ 1,980,800 $ 1,884,017
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Twelve Weeks Ended Twenty-four Weeks Ended
-------------------- ------------------------
Feb. 14, Feb. 15, Feb. 14, Feb. 15,
1998 1997 1998 1997
--------- --------- ----------- -----------
(in thousands, except per share amounts)
Net Sales $ 607,097 $ 538,012 $ 1,282,371 $ 1,107,157
Cost of sales, including warehouse
and delivery expenses 353,416 311,056 748,249 639,903
Operating, selling, general and
administrative expenses 195,599 177,739 397,392 356,139
--------- --------- ----------- -----------
Operating profit 58,082 49,217 136,730 111,115
Interest expense 3,028 2,110 5,530 3,283
--------- --------- ----------- -----------
Income before income taxes 55,054 47,107 131,200 107,832
Income taxes 20,700 17,700 49,300 40,450
--------- --------- ----------- -----------
Net income $ 34,354 $ 29,407 $ 81,900 $ 67,382
Weighted average shares
for basic earnings per share 152,061 150,509 151,879 150,385
Effect of dilutive stock options 1,640 1,742 1,883 1,879
--------- --------- ----------- -----------
Adjusted weighted average shares
for diluted earnings per share 153,701 152,251 153,762 152,264
========= ========= =========== ===========
Basic earnings per share $ 0.23 $ 0.20 $ 0.54 $ 0.45
========= ========= =========== ===========
Diluted earnings per share $ 0.22 $ 0.19 $ 0.53 $ 0.44
========= ========= =========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Twenty-four Weeks Ended
---------------------------
Feb. 14, Feb.15,
1998 1997
----------- -----------
(in thousands)
Cash flows from operating activities:
Net income $ 81,900 $ 67,382
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 40,092 35,482
Net increase in merchandise inventories (10,360) (108,326)
Net decrease in current liabilities (59,134) (9,330)
Other - net (3,639) (9,966)
----------- ----------
Net cash provided by (used in)
operating activities 48,859 (24,758)
Cash flows from investing activities:
Cash outflows for property
and equipment, net (125,595) (103,344)
Cash flows from financing activities:
Net proceeds from debt 65,400 121,500
Proceeds from sale of Common Stock,
including related tax benefit 11,471 7,334
----------- ----------
Net cash provided by financing activities 76,871 128,834
----------- ----------
Net increase in cash and cash equivalents 135 732
Cash and cash equivalents at beginning of period 4,668 3,904
----------- ----------
Cash and cash equivalents at end of period $ 4,803 $ 4,636
=========== ==========
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the twenty-four weeks ended February 14, 1998, are not
necessarily indicative of the results that may be expected for the fiscal
year ending August 29, 1998. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended August 30, 1997.
NOTE B--INVENTORIES
Inventories are stated at the lower of cost or market using the last-
in, first-out (LIFO) method. An actual valuation of inventory under the
LIFO method can be made only at the end of each year based on the inventory
levels and costs at that time. Accordingly, interim LIFO calculations must
necessarily be based on management's estimates of expected year-end
inventory levels and costs.
NOTE C--DEBT
On February 10, 1998, the Company increased its five-year unsecured
revolving credit facility by $75 million for a total of $350 million which
extends until December 2001. The rate of interest payable under the
agreement is a function of the London Interbank Offered Rate (LIBOR), or
the lending bank's base rate (as defined in the agreement), or a
competitive bid rate, at the option of the Company. At February 14, 1998,
the Company's borrowings under this agreement were $263.8 million and the
weighted average interest rate was 5.9%. The unsecured revolving credit
agreement contains a covenant limiting the amount of debt the Company may
incur relative to its total capitalization.
The Company also has a negotiated rate unsecured revolving credit
agreement totaling $25 million which extends until March 26, 1998. There
were no amounts outstanding under the agreement as of February 14, 1998.
On March 26, 1998 the Company amended this facility to extend the maturity
date to March 26, 1999.
NOTE D--SHAREHOLDERS EQUITY
In January 1998, the Company announced Board approval to purchase up to
$100 million of its common stock in the open market.
NOTE E--SUBSEQUENT EVENTS
On February 17, 1998, the Company acquired 100% of the voting stock of
ADAP, Inc. (Auto Palace) for $55 million in a transaction accounted for as
a purchase. Financial information of Auto Palace will be included in the
results of operations from the date of the acquisition. The Auto Palace
balance sheet and results of operations are not material to the consolidated
results of the Company.
On February 23, 1998, the Company acquired a 364-day credit facility
with a group of banks for $150 million. The rate of interest payable under
the agreement is a function of the London Interbank Offered Rate (LIBOR),
or the lending bank's base rate (as defined in the agreement), or a
competitive bid rate, at the option of the Company. The unsecured
revolving credit agreement contains a covenant limiting the amount of debt
the Company may incur relative to its total capitalization.
On March 2, 1998, the Company announced it had reached a definitive
agreement to acquire assets and liabilities of TruckPro, L.P. (TruckPro).
If consummated, the transaction would not have a material impact on the
fiscal 1998 financial position or consolidated operating results. The
transaction is subject to the satisfactory completion of certain conditions
and regulatory approvals. Financial information of TruckPro will be
included in the results of operations, if consummated, from the date of
acquisition.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
TWELVE WEEKS ENDED FEBRUARY 14, 1998, COMPARED TO
TWELVE WEEKS ENDED FEBRUARY 15, 1997
Net sales for the twelve weeks ended February 14, 1998 increased by
$69.1 million, or 12.8%, over net sales for the comparable period of fiscal
1997. This increase was due to a comparable store sales increase of 2%,
(which was primarily due to the sales growth of the Company's newer stores
and the added sales of the Company's commercial program), and increases in
net sales for stores opened since the beginning of fiscal 1997. At
February 14, 1998 the Company had 1,824 stores in operation compared with
1,516 stores at February 15, 1997.
Gross profit for the twelve weeks ended February 14, 1998, was $253.7
million, or 41.8% of net sales, compared with $227.0 million, or 42.2% of
net sales, during the comparable period for fiscal 1997. The decrease in
the gross profit percentage was due primarily to lower antifreeze gross
margins.
Operating, selling, general and administrative expenses for the twelve
weeks ended February 14, 1998 increased by $17.9 million over such expenses
for the comparable period for fiscal 1997, and decreased as a percentage of
net sales from 33.0% to 32.2%. The decrease in the expense ratio was due
primarily to a sales increase in the Company's commercial program, which
resulted in favorable commercial payroll leverage, and to efficiencies
gained with the closings of two call centers in fiscal 1997. The number of
stores participating in the commercial program was 1,275 at February 14,
1998.
The Company's effective income tax rate was 37.6% of pre-tax income
for the twelve weeks ended February 14, 1998 and February 15, 1997.
TWENTY-FOUR WEEKS ENDED FEBRUARY 14, 1998, COMPARED TO
TWENTY-FOUR WEEKS ENDED FEBRUARY 15, 1997
Net sales for the twenty-four weeks ended February 14, 1998 increased
by $175.2 million, or 15.8%, over net sales for the comparable period of
fiscal 1997. This increase was due to a comparable store sales increase of
5%, (which was primarily due to the sales growth of the Company's newer
stores and the added sales of the Company's commercial program), and
increases in net sales for stores opened since the beginning of fiscal
1997.
Gross profit for the twenty-four weeks ended February 14, 1998, was
$534.1 million, or 41.7% of net sales, compared with $467.3 million, or
42.2% of net sales, during the comparable period for fiscal 1997. The
decrease in the gross profit percentage was due primarily to lower
commodities gross margins.
Operating, selling, general and administrative expenses for the
twenty-four weeks ended February 14, 1998 increased by $41.3 million over
such expenses for the comparable period for fiscal 1997, and decreased as a
percentage of net sales from 32.2% to 31.0%. The decrease in the expense
ratio was due primarily to a sales increase in the Company's commercial
program, which resulted in favorable commercial payroll leverage, and to
efficiencies gained with the closing of two call centers in fiscal 1997.
The Company's effective income tax rate was 37.6% of pre-tax income
for the twenty-four weeks ended February 14, 1998 and 37.5% for the twenty-
four weeks ended February 15, 1997.
LIQUIDITY AND CAPITAL RESOURCES
For the twenty-four weeks ended February 14, 1998, net cash of $48.9
million was provided by the Company's operations versus $24.8 million used
by operations for the comparable period of fiscal year 1997. The
comparative increase in cash provided by operations is due primarily to
improving inventory turnover.
Capital expenditures for the twenty-four weeks ended February 14, 1998
were $125.6 million. The Company anticipates that capital expenditures for
fiscal 1998 will be approximately $400 million. Year-to-date, the Company
opened 96 net new stores. The Company expects to add approximately 450
new stores including stores acquired through the Auto Palace and TruckPro
acquisitions and approximately 17 to 20 replacement stores during fiscal
1998.
The Company anticipates that it will rely on internally generated funds to
support a majority of its capital expenditures and working capital
requirements; the balance of such requirements, as well as the stock
repuchase and acquisitions, will be funded through borrowings. The Company
has a five-year revolving credit agreement with a group of banks for $350
million. At February 14, 1998 the Company had borrowings outstanding
under this credit agreement of $263.8 million. Additionally, on
February 23, 1998 the Company acquired a 364-day credit facility with a
group of banks for $150 million.
In January 1998, the Company announced Board approval to purchase up
to $100 million of its common stock in the open market.
YEAR 2000 CONVERSION
The Company established a team to coordinate the identification,
evaluation, and implementation of changes to computer systems and
applications necessary to achieve a year 2000 date conversion with no
effect on customers or disruption to business operations. These actions
are necessary to ensure that the systems and applications will recognize
and process the year 2000 and beyond. Major areas of potential business
impact have been identified and conversion efforts are underway. The
Company also is communicating with suppliers, dealers, financial
institutions and others with which it does business to assess the impact of
their year 2000 conversion plans on the Company. The total cost of
compliance and its effect on the Company's future results of operations
have been estimated as part of the detailed conversion planning. The
Company believes the costs of conversion will not be material. The Company
could be materially affected by the failure of a number of its vendors to
achieve year 2000 date conversion.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this quarterly report on Form 10-Q are
forward-looking statements. These statements discuss, among other things,
expected growth, store development and expansion strategy, business
strategies, future revenues and future performance. The forward-looking
statements are subject to risks, uncertainties and assumptions including,
but not limited to competitive pressures, demand for the Company's
products, the market for auto parts, the economy in general, inflation,
consumer debt levels and the weather. Actual results may materially differ
from anticipated results described in these forward-looking statements.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of the Shareholders of the Company was held on
December 18, 1997.
(b) Not applicable.
(c) 1. Election of Directors. All nominees for director were elected
pursuant to the following vote:
VOTES FOR VOTES WITHHELD
------------ ----------------
Johnston C. Adams, Jr. 139,093,584 1,041,128
Andrew M. Clarkson 139,104,265 1,030,447
N. Gerry House 123,114,966 17,019,746
Robert J. Hunt 139,103,108 1,031,604
J. R. Hyde, III 139,108,136 1,026,576
James F. Keegan 139,096,153 1,038,559
Michael W. Michelson 138,961,176 1,173,536
John E. Moll 139,051,369 1,083,343
George R. Roberts 138,957,553 1,177,159
Ronald A. Terry 139,093,249 1,041,463
Timothy D. Vargo 139,108,190 1,026,522
2. Approval of Amended and Restated Employee Stock Purchase Plan:
134,665,744 votes in favor; 2,200,515 votes against;
and 268,453 shares abstained from voting.
3. Ratification of Ernst & Young LLP, as the Company's independent
auditors: 139,868,092 votes in favor; 90,046 votes against;
and 176,574 shares abstained from voting.
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed as part of this report:
3.1 Articles of Incorporation of AutoZone, Inc. incorporated by
reference to Exhibit 3.1 to the Form 10-K for the fiscal year
ended August 27, 1994.
3.2 Amendment to Articles of Incorporation of AutoZone, Inc., dated
December 16, 1993, to increase its authorized shares of common
stock to 200,000,000. Incorporated by reference to Exhibit 3.2
to the Form 10-K for the fiscal year ended August 27, 1994.
3.3 By-laws of AutoZone, Inc. Incorporated by reference to Exhibit
3.2 to the Registration Statement filed by the Company under the
Securities Act of 1933 (No. 33-45649) (the February 1992 Form
S-1).
4.1 Form of Common Stock Certificate. Incorporated by reference to
Exhibit 4.1 to Pre-Effective Amendment No. 2 to the February 1992
Form S-1.
10.1 Credit Agreement among AutoZone, Inc., as Borrower, the several
lenders from time to time party thereto, NationsBank, N.A., as
Agent, and SunTrust Bank, Nashville, N.A. as Co-Agent, dated December
20, 1996. Incorporated herein by reference to the Form 10-Q for the
quarter ended February 15, 1997.
10.2 Amendment No. 1 to Credit Agreement dated as of February 10, 1998
among AutoZone, Inc., as Borrower, the several lenders from time to
time party thereto, NationsBank, N.A., as Agent, and SunTrust Bank,
Nashville, N.A. as Co-Agent.
27.1 Financial Data Schedule. (SEC Use Only)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUTOZONE, INC.
By: /s/ Robert J. Hunt
---------------------
Robert J. Hunt
Executive Vice President and
Chief Financial Officer-Customer Satisfaction
(Principal Financial Officer)
By: /s/ Michael E. Butterick
-------------------------
Michael E. Butterick
Vice President, Controller-Customer Satisfaction
(Principal Accounting Officer)
Dated: March 31, 1998
EXHIBIT INDEX
3.1 Articles of Incorporation of AutoZone, Inc. incorporated by
reference to Exhibit 3.1 to the Form 10-K for the fiscal year
ended August 27, 1994.
3.2 Amendment to Articles of Incorporation of AutoZone, Inc., dated
December 16, 1993, to increase its authorized shares of common
stock to 200,000,000. Incorporated by reference to Exhibit 3.2
to the Form 10-K for the fiscal year ended August 27, 1994.
3.3 By-laws of AutoZone, Inc. Incorporated by reference to Exhibit
3.2 to the Registration Statement filed by the Company under the
Securities Act of 1933 (No. 33-45649) (the February 1992 Form
S-1).
4.1 Form of Common Stock Certificate. Incorporated by reference to
Exhibit 4.1 to Pre-Effective Amendment No. 2 to the February 1992
Form S-1.
10.1 Credit Agreement among AutoZone, Inc., as Borrower, the several
lenders from time to time party thereto, NationsBank, N.A., as
Agent, and SunTrust Bank, Nashville, N.A. as Co-Agent, dated December
20, 1996. Incorporated herein by reference to the Form 10-Q for the
quarter ended February 15, 1997.
10.2 Amendment No. 1 to Credit Agreement dated as of February 10, 1998
among AutoZone, Inc., as Borrower, the several lenders from time to
time party thereto, NationsBank, N.A., as Agent, and SunTrust Bank,
Nashville, N.A. as Co-Agent.
27.1 Financial Data Schedule. (SEC Use Only)
EXHIBIT 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT (this "AMENDMENT NO. 1"), dated as of
February 10, 1998, among AUTOZONE, INC., a Nevada corporation (the
"BORROWER"), the various lending institutions parties hereto (each a
"Lender" and collectively, the "LENDERS"), and NATIONSBANK, N.A., a
national Lending association, as agent for the Lenders (in such capacity,
the "AGENT");
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, United States National Bank of
Oregon ("USNBO") and the Agent entered into that certain Credit Agreement,
dated as of December 20, 1996 (the "EXISTING CREDIT AGREEMENT"); and
WHEREAS, the Borrower has elected to exercise its rights pursuant to
Section 3.4(b) of the Existing Credit Agreement to increase the Revolving
Committed Amount from $275,000,000 to $350,000,000 and the Lenders have
agreed to participate in such increase; and
WHEREAS, USNBO has declined to participate in such increase and has
requested to have its Loans repaid in full and its Revolving Commitment
terminated; and
WHEREAS, immediately prior to the effectiveness of this Amendment No.
1, the Loans of USNBO have been repaid and its Revolving Commitment
terminated; and
WHEREAS, the Borrower, the Lenders and the Agent have agreed to
execute this Amendment No. 1 for purposes of reflecting the increase in the
Revolving Committed Amount from $275,000,000 to $350,000,000 and the
repayment of the Loans of USNBO and the termination of the Revolving
Commitment of USNBO;
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. CERTAIN DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 1,
including its preamble and recitals, have the following meanings (such
meanings to be equally applicable to the singular and plural forms
thereof):
"AMENDED CREDIT AGREEMENT" means the Existing Credit Agreement as
amended hereby.
"AMENDMENT NO. 1 EFFECTIVE DATE" is defined in SUBPART 3.1.
SUBPART 1.2. OTHER DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 1,
including its preamble and recitals, have the meanings provided in the
Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Existing Credit Agreement is hereby amended in
accordance with this PART II. Except as so amended, the Existing Credit
Agreement, the Notes and the other Credit Documents shall continue in full
force and effect.
SUBPART 2.1 AMENDMENTS TO SECTION 1. Section 1 of the Existing
Credit Agreement is hereby amended by inserting, in the alphabetically
appropriate place, the following definitions:
"AMENDMENT NO. 1" means Amendment No. 1 to Credit Agreement,
dated as of February 10, 1998, among the Borrower, the Agent and
the Lenders, amending this Credit Agreement as then in effect.
SUBPART 2.2 AMENDMENTS TO SCHEDULE 2.1(A). SCHEDULE 2.1(A) to the
Existing Credit Agreement is deleted and replaced with SCHEDULE 2.1(A)
attached hereto.
PART III
CONSENTS AND AGREEMENTS
SUBPART 3.1 SECTION 3.4(B). The Borrower acknowledges and agrees
that it shall have no additional rights pursuant to Section 3.4(b) of the
Existing Credit Agreement after the effectiveness of this Amendment No. 1.
The Borrower and the Lenders agree that the execution of this Amendment No.
1 shall satisfy all of the requirements under Section 3.4(b) (including all
notice requirements thereunder).
SUBPART 3.2 USNBO. The Lenders hereby consent to the repayment of
the Loans of USNBO and the termination of the Revolving Commitment of USNBO
and waive any violations of Sections 3.12 and 3.13 of the Existing Loan
Agreement on account of such repayment and termination.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. AMENDMENT NO. 1 EFFECTIVE DATE. This Amendment shall be
and become effective on such date (the "AMENDMENT NO. 1 EFFECTIVE DATE") on
or prior to February 10, 1998, when all of the conditions set forth in this
SUBPART 4.1 shall have been satisfied, and thereafter, this Amendment No. 1
shall be known, and may be referred to, as "Amendment No. 1."
SUBPART 4.1.1. EXECUTION OF COUNTERPARTS. The Agent shall have
received counterparts of this Amendment No. 1, each of which shall have
been duly executed on behalf of the Borrower, the Agent and the Lenders.
SUBPART 4.1.2. REVOLVING NOTES AND COMPETITIVE NOTES. The Agent
shall have received a replacement Revolving Note and a replacement
Competitive Note for each Lender, each of which shall have been duly
executed on behalf of the Borrower. The Lenders agree to return their
existing Revolving Notes and their existing Competitive Notes promptly
after their receipt of the replacement notes therefor.
SUBPART 4.1.3. LEGAL DETAILS, ETC. All documents executed or
submitted pursuant hereto shall be reasonably satisfactory in form and
substance to the Agent and its counsel. The Agent and its counsel shall
have received all information, and such counterpart originals or such
certified or other copies of such originals, as the Agent or its counsel
may reasonably request, and all legal matters incident to the transactions
contemplated by this Amendment No. 1 shall be reasonably satisfactory to
the Agent and its counsel.
PART V
MISCELLANEOUS
SUBPART 5.1 CROSS-REFERENCES. References in this Amendment No. 1 to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment No. 1.
SUBPART 5.2 INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment No. 1 is a document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 5.3 CREDIT DOCUMENTS. The Borrower hereby confirms and
agrees that the Credit Documents are, and shall continue to be, in full
force and effect, and hereby ratifies and confirms in all respects its
obligations thereunder, except that, upon the effectiveness of, and on and
after the date of, this Amendment No. 1, all references in each Credit
Document to the "Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Existing Credit Agreement shall mean the
Amended Credit Agreement.
SUBPART 5.4 COUNTERPARTS, EFFECTIVENESS, ETC. This Amendment No. 1
may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 5.5 GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT NO. 1
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.
SUBPART 5.6 SUCCESSORS AND ASSIGNS. This Amendment No. 1 shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 5.7 REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants to the Agent and the Lenders that (i) the representations and
warranties made in Section 5 of the Existing Credit Agreement are true and
correct on and as of the Amendment No. 1 Effective Date as though made on
such date and (ii) no Default or Event of Default has occurred and remains
uncured as of the Amendment No. 1 Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be executed by their respective duly authorized officers as of the day
and year first above written.
AUTOZONE, INC.
By /s/ Robert J. Hunt
-----------------------
Title EVP & CFO
By /s/ Harry L. Goldsmith
------------------------
Title S.V.P.
NATIONSBANK, N.A.,
in its capacity as Agent and
in its individual capacity
as a Lender
By /s/ Mark D. Halmrast
------------------------
Mark D. Halmrast
Title Vice President
SUNTRUST BANK, NASHVILLE, N.A.,
individually in its capacity as a Lender
and in its capacity as Co-Agent
By /s/ Bryan W. Ford
-------------------------
Bryan W. Ford
Title Vice President
Bank of America NT & SA,
successor by merger to
BANK OF AMERICA ILLINOIS
By /s/ Sandra S. Ober
---------------------------
Sandra S. Ober
Title Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Catherine A. Muszynski
----------------------------
Catherine A. Muszynski
Title Vice President
FIRST UNION NATIONAL BANK OF
TENNESSEE
By /s/ Robert T. Page
-------------------------------
Title VP
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By /s/ Joseph M. Evangelisti
-------------------------------
Title SVP
UNION PLANTERS BANK, N.A.
By /s/ Leonard McKinnon
--------------------------------
Title Senior Vice President
SCHEDULE 2.1(A)
LENDERS
Commitment Revolving
LENDER PERCENTAGE COMMITMENT
NationsBank, N.A. 21.4285714% $75,000,000.00
NationsBank Corporate Center
NC1007-8-7
Charlotte, NC 28255
Attn: Jeb Ball
Tel: (704) 386-9718
Fax: (704) 388-0373
SunTrust Bank, Nashville, N.A. 20.0000000% $70,000,000.00
6410 Poplar Avenue
Suite 320
Memphis, TN 38119
Attn: Bryan W. Ford
Tel: (901) 766-7561
Fax: (901) 766-7565
Bank of America Illinois 18.5714286% $65,000,000.00
231 S. LaSalle
Chicago, IL 60697
Attn: Casey Cosgrove
Tel: (312) 828-3092
Fax: (312) 828-6269
The First National Bank of Chicago 14.2857143% $50,000,000.00
One First National Plaza
Mail Suite 0086
Chicago, IL 60670-0324
Attn: Cathy Muszynski
Tel: (312) 732-7634
Fax: (312) 732-1117
First Union National Bank 12.8571429% $45,000,000.00
150 4th Avenue
2nd Floor
Nashville, TN 37219
Attn: Larry Fuschino
Tel: (615) 251-0857
Fax: (615) 251-0894
Union Planters National Bank 7.1428571% $25,000,000.00
6200 Poplar Avenue
4th Floor
Memphis, TN 38119
Attn: Leonard McKinnon
Tel: (901) 580-5481
Fax: (901) 580-5451
First Tennessee Bank National Association 5.7142857% $20,000,000.00
165 Madison Avenue, 9th Floor
Memphis, TN 38103
Attn: Jim Moore
Tel: (901) 523-4108
Fax: (901) 523-4267
Total: 100% $350,000,000.00