sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6Nl2kq7oeOa7f+GKeeLLZ+N5AuLOLQJ2yRDQqJZ0pqRqaZJZoeJdG+N7fQdYirx m487scciEy4fPtZp+YXINg== 0000950153-03-001859.txt : 20030923 0000950153-03-001859.hdr.sgml : 20030923 20030923171930 ACCESSION NUMBER: 0000950153-03-001859 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTCORP CSK HOLDINGS L P CENTRAL INDEX KEY: 0001264213 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WEST WIND BUILDING PO BOX 1111 STREET 2: HARBOUR DRIVE GRAND CAYMAN CITY: CAYMAN ISLANDS BWI STATE: E9 ZIP: 00000 MAIL ADDRESS: STREET 1: WEST WIND BUILDING PO BOX 1111 STREET 2: HARBOUR DRIVE GRAND CAYMAN CITY: CAYMAN ISLANDS BWI STATE: E9 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CSK AUTO CORP CENTRAL INDEX KEY: 0001051848 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 860765798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55039 FILM NUMBER: 03906605 BUSINESS ADDRESS: STREET 1: 645 E MISSOURI AVENUE CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6022659200 MAIL ADDRESS: STREET 1: 645 E MISSOURI AVENUE CITY: PHOENIX STATE: AZ ZIP: 85012 SC 13D/A 1 p68258bsc13dza.htm SC 13D/A sc13dza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

CSK AUTO CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

125965103

(Cusip Number)

E. Michael Greaney, Esq., Gibson, Dunn & Crutcher LLP,
200 Park Avenue,
NY, NY 10166, (212) 351-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 9, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 125965103 Page 2 of 11

1. Name of Reporting Person:
Investcorp, S.A. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) x

3. SEC Use Only:

4. Source of Funds (See Instructions):
N.A.

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Luxembourg

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
None

8. Shared Voting Power:
3,786,275

9. Sole Dispositive Power:
None

10. Shared Dispositive Power:
3,786,275

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,786,275

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
8.3%

14. Type of Reporting Person (See Instructions):
CO

CUSIP No. 125965103 Page 3 of 11

1. Name of Reporting Person:
SIPCO Limited I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) x

3. SEC Use Only:

4. Source of Funds (See Instructions):
N.A.

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Cayman Islands, B. W. I.

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
None

8. Shared Voting Power:
3,786,275

9. Sole Dispositive Power:
None

10. Shared Dispositive Power:
3,786,275

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,786,275

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
8.3%

14. Type of Reporting Person (See Instructions):
CO

CUSIP No. 125965103 Page 4 of 11

1. Name of Reporting Person:
Investcorp CSK Holdings L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) x

3. SEC Use Only:

4. Source of Funds (See Instructions):
N.A.

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Cayman Islands, B. W. I.

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
None

8. Shared Voting Power:
3,012,607

9. Sole Dispositive Power:
None

10. Shared Dispositive Power:
3,012,607

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,012,607

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
6.6%

14. Type of Reporting Person (See Instructions):
PN


CUSIP NO. 125965103		SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER

This Amendment No. 1 to the Statement on Schedule 13-D amends the statement originally filed on March 20, 2002 by Investcorp, S.A. (“Investcorp”), SIPCO Limited (“SIPCO”), and Investcorp CSK Holdings L.P. (“CSK Holdings”) and relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of CSK Auto Corporation (the “Company”, “CSK” or the “Issuer”). The principal executive offices of the Issuer are located at Suite 400, 645 E. Missouri Avenue, Phoenix, Arizona 85012.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby deleted in its entirety and replaced with the following.

For information with respect to the identity and background of each director and executive officer of Investcorp, S.A. (“Investcorp”), SIPCO Limited (“SIPCO”) and Investcorp CSK Holdings L.P. (“CSK Holdings”), see Exhibit A attached hereto.

(a) Name of Person Filing:

(i) Investcorp S.A.

(ii) SIPCO Limited

(iii) Investcorp CSK Holdings L.P.

(b) Place of Organization

(i) Luxembourg

(ii) Cayman Islands, B.W.I.

(iii) Cayman Islands, B.W.I.

(i) Investcorp S.A., through its subsidiaries, acts as a principal and intermediary in international investment transactions.

(ii) SIPCO is a passive holding company that has no operations and no employees.

(iii) The sole business of Investcorp CSK Holdings L.P. is to hold shares of Common Stock issued by CSK Auto Corporation.

(d) Address of Principal Business and Principal Office

(i) Investcorp S.A., 6 rue Adolphe Fischer, Luxembourg, N4 00000

(ii) SIPCO Limited, West Wind Building, P.O. Box 1111, Harbour Drive, Grand Cayman, Cayman Islands, B.W.I.


CUSIP NO. 125965103		SCHEDULE 13D

(iii) Investcorp CSK Holdings L.P., West Wind Building, P.O. Box 1111, Harbour Drive, Grand Cayman, Cayman Islands B.W.I.

(e) Legal Proceedings

During the last five years, none of the Reporting Persons, nor, to their best knowledge, any person identified on Exhibit A, has (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person or such person, as the case may be, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

N.A. This amendment relates to sales of shares by the Reporting Persons.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended by adding the following paragraph to the end of Item 4.

On September 9, 2003, entities whose shares Investcorp S.A. may be deemed to beneficially own entered into a Purchase Agreement to sell an aggregate of 1,659,020 shares of the Company’s Common Stock to Credit Suisse First Boston LLC (the “Underwriter”). The Underwriter purchased the shares at $15.85 per share. A Prospectus Supplement relating to the sale of the Common Stock was filed with the Securities and Exchange Commission on September 9, 2003.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

Item 5 is hereby deleted in its entirety and replaced with the following.

(a) (i) See Cover Page for Investcorp, Items 11 and 13. Investcorp does not directly own any shares of Common Stock. The number of shares of Common Stock shown as beneficially owned by Investcorp includes (following the sales reported in this Amendment) (i) shares beneficially owned by Investcorp Investment Equity Limited, a Cayman Islands corporation and a wholly-owned subsidiary of Investcorp; (ii) shares beneficially owned by Investcorp CSK Holdings L.P., a Cayman Islands limited partnership in which an indirect subsidiary of Investcorp both owns a majority economic ownership interest and is the sole general partner; and (iii) shares owned by Equity CSKA Limited, Equity CSKB Limited, Equity CSKC Limited, South Bay Limited, Ballet Limited, Denary Limited, Gleam Limited, Highlands Limited, Noble Limited, Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited, Zinnia Limited (collectively, “the Managed Entities”), J.P. Morgan (Suisse) S.A., or the beneficial owners of these entities. Each of the Managed Entities is a Cayman Islands corporation. Investcorp does not own any stock or have any ownership interest in the foregoing entities, but may be deemed to share beneficial ownership of the shares of voting stock held by these entities because the entities or their stockholders or principals have entered into revocable management services or similar agreements (the “Management Agreements”) with an affiliate of Investcorp pursuant to which each of such entities or their stockholders or principals has granted such affiliate the authority to direct the voting and disposition of the


CUSIP NO. 125965103		SCHEDULE 13D

Common Stock owned by such entity for so long as such agreement is in effect. The number of shares of Common Stock shown as beneficially owned by Investcorp, S.A. also includes 155,700 shares of outstanding Common Stock that Investcorp CSK Holdings L.P. has the right, pursuant to an option that is exercisable within 60 days of the date of this report, to acquire from other stockholders of the Company.

The aggregate percentage of shares of Common Stock reported in Item 13 of the Cover Page is based upon the 45,481,625 shares of Common Stock outstanding as of September 8, 2003, as reported by CSK in its Prospectus Supplement filed pursuant to Rule 424(b)(5) on September 9, 2003.

(ii) See Cover Page for SIPCO, Items 11 and 13. SIPCO does not directly own any shares of Common Stock. SIPCO may be deemed to control Investcorp through its ownership of a majority of the stock of a company that indirectly owns a majority of Investcorp.

(iii) See Cover Page for CSK Holdings, Items 11 and 13. CSK Holdings beneficially owns 3,012,607 shares of Common Stock, which number includes 199,049 shares of outstanding Common Stock that CSK Holdings has the right, pursuant to an option that is exercisable within 60 days of the date of this report, to acquire from other stockholders of the Company.

To the best knowledge of the Reporting Persons, none of the persons identified on Exhibit A, directly or indirectly, has the sole or shared power to direct the voting or disposition of any shares of Common Stock of CSK.

(b) (i) See Cover Page for Investcorp, Items 7 through 10. Investcorp indirectly has voting and investment control over all of the shares beneficially owned by Investcorp Investment Equity Limited, a Cayman Islands corporation and a wholly-owned subsidiary of Investcorp and by Investcorp CSK Holdings L.P., a Cayman Islands Limited Partnership in which Investcorp both owns a majority economic ownership interest and is the sole general partner. Investcorp owns no stock in the Managed Entities, J.P. Morgan (Suisse) S.A., or the beneficial owners of these entities. Investcorp may be deemed to share beneficial ownership of the shares of voting stock held by these entities because the entities or their stockholders or principals have entered into the Management Agreements described in (a)(i), above.

Exhibit B sets forth the name, place of organization, principal business, address of principal business and address of principal office for each of the Managed Entities with which Investcorp may be deemed to share voting or dispositive power with respect to the Common Stock. To the best knowledge of the Reporting Persons, during the last five years none of these Managed Entities has (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Managed Entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


CUSIP NO. 125965103		SCHEDULE 13D

(ii) See Cover Page for SIPCO, Items 7 through 10. SIPCO does not directly own any shares of Common Stock. The shares of Common Stock listed as beneficially owned by SIPCO are the shares of Common Stock that Investcorp may be deemed to beneficially own. SIPCO, which is a passive holding company entity without operations or employees, may be deemed to control Investcorp through its ownership of a majority of the stock of a company which indirectly owns a majority of Investcorp’s outstanding stock.

(iii) See Cover Page for CSK Holdings, Items 7 through 10.

(c) On September 9, 2003, entities whose shares Investcorp S.A. may be deemed to beneficially own entered into a Purchase Agreement to sell an aggregate of 1,659,020 shares of the Company’s Common Stock to Credit Suisse First Boston LLC (the “Underwriter”). 1,285,674 of these shares were beneficially owned by Investcorp CSK Holdings L.P. 1,352 shares were beneficially owned by Investcorp Investment Equity Limited, a wholly-owned indirect subsidiary of Investcorp, S.A. 371,994 shares were beneficially owned by entities in which Investcorp, S.A. does not own any stock or have any ownership interest, but may be deemed to share beneficial ownership because of the Management Agreements described in (a)(i), above. All of the shares sold pursuant to the Purchase Agreement may be deemed to be beneficially owned by SIPCO Limited, through its ownership of a majority of the stock of a company that indirectly owns a majority of Investcorp, S.A. The Underwriter purchased the shares at $15.85 per share. A Prospectus Supplement relating to the sale of the Common Stock was filed with the Securities and Exchange Commission on September 9, 2003.

(d) Other than Investcorp and SIPCO, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO THE SECURITIES OF THE ISSUER

Item 6 is amended by adding the following paragraph to the end of Item 6:

In connection with the Purchase Agreement, all of the selling stockholders, including Investcorp CSK Holdings, L.P. and other entities whose shares Investcorp S.A. may be deemed to beneficially own, agreed to a thirty day lock-up period from September 8, 2003. Each lock-up agreement is identical, and a form of the lock-up agreement is included as Exhibit E.


CUSIP NO. 125965103		SCHEDULE 13D

ITEM 7. EXHIBITS


EXHIBIT A		Identity and Background of Directors and Executive Officers of Reporting Persons and Item 2(d) Information

EXHIBIT B		Information with respect to the Managed Entities

EXHIBIT C		Joint Filing Agreement

EXHIBIT D		Purchase Agreement, dated September 8, 2003, among CSK Auto Corporation, Credit Suisse First Boston LLC and certain selling stockholders named therein.

EXHIBIT E		Form of Lock-Up For Selling Stockholders


CUSIP NO. 125965103		SCHEDULE 13D

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: September 23, 2003

		INVESTCORP, S.A.

		/s/ Salman A. Abbasi

		Name: Salman A. Abbasi Title: Authorized Representative

		SIPCO LIMITED

		/s/ CIP Limited

		Name: CIP Limited Title: Alternate Director

		INVESTCORP CSK HOLDINGS L.P.

		/s/ Gila Limited

		Name: Gila Limited Title: General Partner


CUSIP NO. 125965103

SCHEDULE 13D

EXHIBIT INDEX


EXHIBIT A		Identity and Background of Directors and Executive Officers of Reporting Persons and Item 2(d) Information

EXHIBIT B		Information with respect to the Managed Entities

EXHIBIT C		Joint Filing Agreement

EXHIBIT D		Purchase Agreement, dated September 8, 2003, among CSK Auto Corporation, Credit Suisse First Boston LLC and certain selling stockholders named therein.

EXHIBIT E		Form of Lock-Up For Selling Stockholders

EX-99.A 3 p68258bexv99wa.txt EX-99.A CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT A Identity and Background of Directors and Executive Officers of Reporting Persons and Item 2(d) Information INVESTCORP S.A. DIRECTORS
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Abdul-Rahman Salim Al-Ateeqi P.O. Box 848 Personal Advisor to H.H. the Amir of the Kuwaiti Safat 13009 State of Kuwait Kuwait Omar A. Aggad P.O. Box 2256 Chairman and President of Aggad Investment Saudi Riyadh 11451 Co. Kingdom of Saudi Arabia
CUSIP NO. 125965103 SCHEDULE 13D
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Easa Saleh Al Gurg P.O. Box 325 Ambassador of the United Arab Emirates to U.A.E. Dubai the Court of St. James's and The Republic United Arab Emirates of Ireland Chairman, Easa Saleh Al Gurg Group of Companies, Dubai, a major trading house Chairman, Arabian Explosives Co LLC, a manufacturer of industrial explosives Chairman, Al Gurg Leigh's Paints LLP, a manufacturer of decorative and industrial paints Chairman, Gulf Metal Foundry LLC, a manufacturer of carbon, steel, stainless steel, manganese steel, and SG iron castings Chairman, Al Gurg Lever LLC, a foodstuffs and consumer goods company Chairman, Al Gurg Fosroc LLC, a manufacturer of construction chemicals Director, Emirates Bank International, Dubai Deputy Chairman, National Bank of Fujairah Director, Emirates Bank International PJSC
CUSIP NO. 125965103 SCHEDULE 13D
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Abdulaziz A. Al-Sulaiman P.O. Box 222 Chairman of Rolaco Trading and Contracting Saudi Jeddah 21411 Kingdom of Saudi Arabia Khalid Rashid Al Zayani P.O. Box 5553 Group Chairman, Al Zayani Investments Group Bahraini Manama of Companies Bahrain Hussain Ibrahim Al-Fardan P.O. Box 63 Chairman, Alfardan Group of Companies Qatari Doha (Holdings) WLL Qatar Nasser Ibrahim Al-Rashid P.O. Box 4354 Chairman, Rashid Engineering Saudi Riyadh 11491 Kingdom of Saudi Arabia Abdul Rahman Ali Al-Turki P.O. Box 718 Chairman and CEO, A.A. Turki Group of Saudi Dammam 31421 Companies Kingdom of Saudi Arabia Chairman and CEO, ATCO Development, Inc. Chairman and CEO, ATCO Development Ltd., London, UK Mohammed Abdullah Al-Zamil P.O. Box 285 Chairman, A.H. Al-Zamil Group of Companies Bahraini Manama Bahrain
CUSIP NO. 125965103 SCHEDULE 13D
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Abdullah Mohamed Alireza P.O. Box 1555 Chairman, Reza Investment Co., a water Saudi Jeddah 21441 resources development, sports and leisure, Kingdom of Saudi Arabia and retail distribution company Chairman, Reza Food Services Co., a McDonalds franchise in Western Province, Saudi Arabia Chairman, International Chemical Industries & Trading Co. Vice Chairman of the Supervisory Board, Haji Abdullah Alireza & Co. Abdullah Taha Bakhsh P.O. Box 459 Chairman, TRACO (Trading, Engineering & Saudi Jeddah 21411 Contracting Corporation), a holding company Kingdom of Saudi Arabia Chairman, TRACO (Real Estate), a marketing and wholesaling of lands, real estate development and property management company Chairman, TRACO (Engineering), a civil contracting, concrete and steel structural renovation, marine and deep sea engineering company Chairman, TRACO (Hotels), a hotel ownership and management company
CUSIP NO. 125965103 SCHEDULE 13D
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Faraj Ali Bin Hamoodah P.O. Box 203 President, Bin Hamoodah Group of Companies U.A.E. Abu Dhabi United Arab Emirates Mustafa Jassim Boodai P.O. Box 1287 Chairman, Boodai Corporation Kuwaiti Safat 13013 Kuwait Mohammed Yousef Jalal P.O. Box 113 Chairman, Mohammed Jalal & Sons Group of Bahraini Manama Companies, a trading and contracting group Bahrain Nemir Amin Kirdar Investcorp House President and CEO of Investcorp S.A. and Bahraini P.O. Box 5340 Investcorp Bank B.S.C. Manama Bahrain Abdul Aziz Jassim Kanoo P.O. Box 37 Deputy Chairman and Deputy CEO, Yusuf Bin Saudi Dammam 31411 Ahmed Kanoo Group, Saudi Arabia Kingdom of Saudi Arabia Chairman, Saudi Arabian Industrial & Trading Est. Chairman, Baroid (Saudi Arabia) Ltd. Chairman, Saudi Arabian Lube Additives Co. Ltd. Chairman, Key Communications Development Ltd.
CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT A SIPCO DIRECTORS
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Hussain Ibrahim Al-Fardan P.O. Box 63 Chairman, Alfardan Group of Companies (Holdings) Qatari Doha WLL Qatar Mohammed Yousef Jalal P.O. Box 113 Chairman, Mohammed Jalal & Sons Group of Bahraini Manama Companies, a trading and contracting group Bahrain Nemir Amin Kirdar P.O. Box 5340 President and CEO of Investcorp S.A. and Bahraini Manama Investcorp Bank B.S.C. Bahrain Abdul-Rahman Salim Al-Ateeqi P.O. Box 848 Personal Advisor to H.H. the Amir of the State of Kuwaiti Safat 13009 Kuwait Kuwait Abdul Aziz Jassim Kanoo P.O. Box 37 Deputy Chairman and Deputy CEO, Yusuf Bin Ahmed Saudi Dammam 31411 Kanoo Group, Saudi Arabia Kingdom of Saudi Arabia Chairman, Saudi Arabian Industrial & Trading Est. Chairman, Baroid (Saudi Arabia) Ltd. Chairman, Saudi Arabian Lube Additives Co. Ltd. Chairman, Key Communications Development Ltd. Lawrence B. Kessler P.O. Box 5340 Chief Administrative Officer of Investcorp S.A. U.S.A. Manama and Investcorp Bank B.S.C. Bahrain
CUSIP NO. 125965103 SCHEDULE 13D
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Gary S. Long P.O. Box 5340 Chief Financial Officer U.S.A. Manama of Investcorp S.A. and Investcorp Bank B.S.C. Bahrain
CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT A INVESTCORP CSK HOLDINGS LP DIRECTORS
ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL PRESENT PRINCIPAL NAME OFFICE OCCUPATION CITIZENSHIP ---- ------ ---------- ----------- West Wind Building Principal, Investcorp S.A. and Investcorp Bank Bahraini Ebrahim Ebrahim P.O. Box 1111 B.S.C. Harbour Drive George Town, Grand Cayman, Cayman Islands, B.W.I. Mahood Al-Aradi West Wind Building Principal, Investcorp S.A. and Investcorp Bank Bahraini P.O. Box 1111 B.S.C. Harbour Drive George Town, Grand Cayman, Cayman Islands, B.W.I.
CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT A INVESTCORP S.A. EXECUTIVE OFFICERS
PRESENT BUSINESS PRESENT PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- ------- ---------- ----------- Nemir Amin Kirdar P.O. Box 5340 President and CEO of Investcorp S.A. and Investcorp Bahraini Manama Bank B.S.C. Bahrain Lawrence B. Kessler P.O. Box 5340 Chief Administrative Officer U.S.A. Manama of Investcorp S.A. and Investcorp Bank B.S.C. Bahrain Gary S. Long P.O. Box 5340 Chief Financial Officer U.S.A. Manama of Investcorp S.A. and Investcorp Bank B.S.C. Bahrain Salman A. Abbasi P.O. Box 5340 Secretary of Investcorp S.A. and Investcorp Bank U.S.A. Manama B.S.C. Bahrain
CUSIP NO. 125965103 SCHEDULE 13D SIPCO LIMITED EXECUTIVE OFFICERS
PRESENT BUSINESS PRINCIPAL NAME POSITION ADDRESS BUSINESS CITIZENSHIP ---- -------- ------- -------- ----------- Paget-Brown & Company Ltd. Secretary West Wind Building Providing Corporate Management Cayman Islands P.O. Box 1111 Services Harbour Drive George Town, Grand Cayman, Cayman Islands, B.W.I.
CUSIP NO. 125965103 SCHEDULE 13D INVESTCORP CSK HOLDINGS L.P. EXECUTIVE OFFICERS
PRESENT BUSINESS PRINCIPAL NAME POSITION ADDRESS BUSINESS CITIZENSHIP ---- -------- ------- -------- ----------- Paget-Brown & Company Ltd. Secretary West Wind Building Providing Corporate Management Cayman Islands P.O. Box 1111 Services Harbour Drive George Town, Grand Cayman, Cayman Islands, B.W.I.
EX-99.B 4 p68258bexv99wb.txt EX-99.B . . . CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT B INFORMATION REGARDING CERTAIN OF THE MANAGED ENTITIES
PLACE OF PRINCIPAL NAME ADDRESS ORGANIZATION BUSINESS ---- ------- ------------ -------- Ballet Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Denary Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Gleam Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Highlands Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Noble Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI
CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT B INFORMATION REGARDING CERTAIN OF THE MANAGED ENTITIES
PLACE OF PRINCIPAL NAME ADDRESS ORGANIZATION BUSINESS ---- ------- ------------ -------- Outrigger Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Quill Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Radial Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Shoreline Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Zinnia Limited c/o Beaufort Financial Services Cayman Islands Passive Holding West Wind Building Company P.O. Box 2197, Harbour Drive George Town, Grand Cayman Cayman Islands, BWI Equity CSKA West Wind Building Cayman Islands Passive Holding Limited P.O. Box 1111 Company Harbour Drive George Town, Grand Cayman Cayman Islands, B.W.I. Equity CSKB West Wind Building Cayman Islands Passive Holding Limited P.O. Box 1111 Company Harbour Drive George Town, Grand Cayman
Cayman Islands, B.W.I. CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT B INFORMATION REGARDING CERTAIN OF THE MANAGED ENTITIES
PLACE OF PRINCIPAL NAME ADDRESS ORGANIZATION BUSINESS ---- ------- ------------ -------- Equity CSKC West Wind Building Cayman Islands Passive Holding Limited P.O. Box 1111 Company Harbour Drive George Town, Grand Cayman Cayman Islands, B.W.I. South Bay West Wind Building Cayman Islands Passive Holding P.O. Box 1111 Company Harbour Drive George Town, Grand Cayman
Cayman Islands, B.W.I. EX-99.C 5 p68258bexv99wc.txt EX-99.C CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT C JOINT FILING AGREEMENT We, the signatories of Amendment 1 to the statement on Schedule 13D filed with respect to the Common Stock of CSK Auto Corporation to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934. Dated: September 23, 2003 INVESTCORP, S.A. /s/ Salman A. Abbasi ---------------------------------------- Name: Salman A. Abbasi Title: Authorized Representative SIPCO LIMITED /s/ CIP Limited ---------------------------------------- Name: CIP Limited Title: Alternate Director INVESTCORP CSK HOLDINGS L.P. /s/ Gila Limited ---------------------------------------- Name: Gila Limited Title: General Partner

EX-99.D 6 p68258bexv99wd.txt EX-99.D CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT D PURCHASE AGREEMENT CSK AUTO CORPORATION (a Delaware corporation) 1,659,020 Shares of Common Stock PURCHASE AGREEMENT Dated: September 8, 2003 TABLE OF CONTENTS SECTION 1. Representations and Warranties.......................................................... 2 (a) Representations and Warranties by the Company........................................... 2 (b) Representations and Warranties by the Selling Shareholders............................. 9 (c) Officer's Certificates................................................................. 11 SECTION 2. Sale and Delivery to Underwriter; Closing.............................................. 11 (a) Securities............................................................................. 11 (b) Payment............................................................................... 11 (c) Denominations; Registration............................................................ 11 SECTION 3. Covenants of the Company............................................................... 11 (a) Compliance with Securities Regulations and Commission Requests......................... 11 (b) Filing of Amendments................................................................... 12 (c) Delivery of Registration Statements.................................................... 12 (d) Delivery of Prospectuses............................................................... 12 (e) Continued Compliance with Securities Laws.............................................. 13 (f) Blue Sky Qualifications................................................................ 13 (g) Rule 158............................................................................... 13 (h) Restriction on Sale of Securities...................................................... 13 (i) Reporting Requirements................................................................. 14 (j) Lock-up Agreements..................................................................... 14 SECTION 4. Payment of Expenses.................................................................... 14 (a) Expenses............................................................................... 14 (b) Expenses of the Selling Shareholders................................................... 15 (c) Termination of Agreement............................................................... 15 (d) Allocation of Expenses................................................................. 15 SECTION 5. Conditions of Underwriter's Obligations................................................ 15 (a) Effectiveness of Registration Statement................................................ 15 (b) Opinion of Counsel for Company......................................................... 15 (c) Opinion of Counsel for the Selling Shareholders........................................ 15 (d) Opinion of Counsel for Underwriter..................................................... 16 (e) Officers' Certificate.................................................................. 16 (f) Certificate of Selling Shareholders.................................................... 16

i PAGE ---- (g) Accountant's Comfort Letter............................................................ 16 (h) Bringdown Comfort Letter............................................................... 16 (i) Approval of Listing.................................................................... 17 (j) Additional Documents................................................................... 17 (k) Termination of Agreement............................................................... 17 (l) Form W-9............................................................................... 17 SECTION 6. Indemnification........................................................................ 17 (a) Indemnification of Underwriter......................................................... 17 (b) Indemnification of Company, Directors and Officers and Selling Shareholders............ 18 (c) Actions against Parties; Notification.................................................. 19 (d) Settlement without Consent if Failure to Reimburse..................................... 19 (e) Other Agreements with Respect to Indemnification....................................... 20 SECTION 7. Contribution........................................................................... 20 SECTION 8. Representations, Warranties and Agreements to Survive Delivery......................... 21 SECTION 9. Termination of Agreement............................................................... 21 (a) Termination; General................................................................... 21 (b) Liabilities............................................................................ 22 SECTION 10. Default by One or More of the Selling Shareholders..................................... 22 SECTION 11. Notices............................................................................... 22 SECTION 12. Parties................................................................................ 22 SECTION 13. GOVERNING LAW AND TIME................................................................. 23 SECTION 14. Effect of Headings..................................................................... 23
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PAGE ---- SCHEDULES Schedule A - List of Selling Shareholders................................................. Sch A-1 Schedule B - Pricing Information.......................................................... Sch B-1 Schedule C - List of Subsidiaries......................................................... Sch C-1 Schedule D - List of Persons Subject to Lock-up........................................... Sch D-1 Schedule E - List of Agreements with Registration Rights.................................. Sch E-1 EXHIBITS Exhibit A - Form of Opinion of Company's Counsel........................................... A-1 Exhibit AA - Form of Opinion of General Counsel............................................ AA-1 Exhibit B - Form of Opinion of Ian Paget-Brown............................................. B-1 Exhibit BB - Form of Opinion of Swiss Counsel.............................................. BB-1 Exhibit C - Form of Lock-up Letter......................................................... C-1
iii CSK AUTO CORPORATION (a Delaware corporation) 1,659,020 Shares of Common Stock (Par Value $.01 Per Share) PURCHASE AGREEMENT September 8, 2003 Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 Ladies and Gentlemen: CSK Auto Corporation, a Delaware corporation (the "Company") and the entities listed in Schedule A hereto (the "Selling Shareholders"), confirm their respective agreements with Credit Suisse First Boston LLC (the "Underwriter"), with respect to the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter of the respective numbers of shares of Common Stock, par value $.01 per share, of the Company ("Common Stock") set forth in Schedule A hereto. The aforesaid 1,659,020 shares of Common Stock to be purchased by the Underwriter are hereinafter called the "Securities". The Company and the Selling Shareholders understand that the Underwriter proposes to make a public offering of the Securities as soon as the Underwriter deems advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-77008) covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including a related prospectus, which has become effective (the prospectus contained in such registration statement at the time it became effective is herein called the "Base Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement (the "Prospectus Supplement") to the Base Prospectus in accordance with the provisions of paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information is herein called the 1 "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The Prospectus Supplement, together with the Base Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriter for use in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. SECTION 1. Representations and Warranties. (a) Representations and Warranties by the Company. The Company represents and warrants to the Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and agrees with the Underwriter, as follows: (i) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Base Prospectus nor the Prospectus Supplement nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a 2 material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (ii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), as applicable, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) Independent Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (iv) Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The pro forma financial statements and the related notes, if any, included in the Registration Statement and the Prospectus present fairly the information shown therein, the assumptions used in the preparation of the pro forma financial statements provide a 3 reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (v) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (vi) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (vii) Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including CSK Auto, Inc., an Arizona Corporation, each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto. (viii) Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus (as of the dates set forth therein) under the 4 section entitled "Prospectus Summary--the Offering" and "Description of Capital Stock" (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities, options or warrants referred to in the Prospectus). The shares of issued and outstanding capital stock of the Company, including the Securities to be purchased by the Underwriter from the Selling Shareholders, have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock, including the Securities to be purchased by the Underwriter from the Selling Shareholders, was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (ix) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company. (x) Authorization and Description of Securities. The Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder. (xi) Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the 5 giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary. The consummation of the transactions contemplated in the Registration Statement (including the sale of the Securities) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. (xii) Absence of Labor Dispute. No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent, which may reasonably be expected to result in a Material Adverse Effect. (xiii) Absence of Proceedings. There is no action, suit, proceeding or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. (xiv) Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required. (xv) Possession of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. 6 (xvi) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws. (xvii) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (xviii) Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the primary uses made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect as of the dates set forth therein, and neither the Company nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (xix) Investment Company Act. The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the "Investment Company Act"); and the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be required to register as an "investment company" as defined in the Investment Company Act. 7 (xx) Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect or otherwise require disclosure in the Registration Statement, (i) neither the Company nor any of its subsidiaries has been or is in violation of any federal, state or local laws and regulations relating to pollution or protection of human health or the environment, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of toxic or hazardous substances, materials or wastes, or petroleum and petroleum products ("Materials of Environmental Concern"), or otherwise relating to the protection of human health and safety, or the use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with, or lack of, any permits or other environmental authorizations; (ii) there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to any such violation in the future; (iii) neither the Company nor any of its subsidiaries has received any communication (written or oral), whether from a governmental authority or otherwise, alleging any such violation; (iv) there is no pending or threatened claim, action, investigation or notice (written or oral) by any person or entity alleging potential liability of the Company or any of its subsidiaries (or against any person or entity for whose acts or omissions the Company or any of its subsidiaries is or may reasonably be expected to be liable, either contractually or by operation of law) for investigatory, cleanup, or other response costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (A) the presence, or release into the environment, of any Materials of Environmental Concern at any location, or (B) circumstances forming the basis of any violation or potential violation, of any Environmental Law (collectively, "Environmental Claims"); and (v) there are no past or present actions, activities, circumstances, conditions, events or incidents that could form the basis of any Environmental Claim. (xxi) Internal Accounting Controls. The Company and each subsidiary of the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (xxii) Taxes. All material Tax returns required to be filed by the Company and its Subsidiaries have been filed and all such returns are true, complete, and correct in all material respects. All material Taxes that are due or claimed to be due from the Company and its Subsidiaries have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate proceedings and for which, in the case of both clauses (i) and (ii), adequate reserves have been established on the books and records of the Company and its Subsidiaries in accordance with GAAP. There are no proposed material Tax assessments against the Company or any of its Subsidiaries as to which the Company has been notified. The accruals and reserves on the books and records of the Company and its Subsidiaries in 8 respect of any material Tax liability for any Taxable period not finally determined are reasonably adequate to meet any assessments of Tax for any such period. For purposes of this Purchase Agreement, the term "Tax" and "Taxes" shall mean all Federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto. (xxiii) Registration Rights. Other than the agreements listed in Schedule E hereto, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act. No such person currently has any rights to require the Company to include any additional securities in the Registration Statement. (b) Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof and as of the Closing Time, and agrees with the Underwriter, as follows: (i) Accurate Disclosure. Each Selling Shareholder has reviewed the Registration Statement, and the sale of the Securities by such Selling Shareholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Prospectus or any supplement thereto. The information in the Registration Statement under the caption "Selling Stockholders" which specifically relates to such Selling Shareholder does not, and will not on the Closing Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) Authorization of Agreements. Each Selling Shareholder has the full right, power and authority to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder. The execution and delivery of this Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized by such Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Shareholder or any property or assets of such Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Shareholder, if applicable, or any 9 applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Shareholder or any of its properties. (iii) Good and Marketable Title. Such Selling Shareholder has and will at the Closing Time have valid and marketable title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming the Underwriter has no notice of any adverse claim, the Underwriter will receive good and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (iv) Absence of Manipulation. Such Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (v) Absence of Further Requirements. No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of its obligations hereunder or in connection with the offer, sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws. (vi) Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, will be delivered on the Closing Time to the Underwriter pursuant to this Agreement. (vii) No Association with NASD. Neither such Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article I, Section 1(m) of the By-laws of the National Association of Securities Dealers, Inc.), any member firm of the National Association of Securities Dealers, Inc. (viii) Due Execution of Power of Attorney. Each Selling Shareholder has duly executed and delivered, in the form furnished to the Underwriter, the Power of Attorney with Simon Moore and Christopher Stadler, each as attorney-in-fact (the "Attorneys-in-Fact"); and (ii) each of the Attorneys-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant 10 to Section 5(j) on behalf of such Selling Shareholder, to sell, assign, and transfer to the Underwriter the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriter to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement. (c) Officer's Certificates. Any closing certificate signed by any officer of the Company or any of its subsidiaries delivered to the Underwriter or to counsel for the Underwriter pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholders as such and delivered to the Underwriter or to counsel for the Underwriter pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder to the Underwriter as to the matters covered thereby. SECTION 2. Sale and Delivery to Underwriter; Closing. (a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule B, that number of Securities set forth in Schedule A opposite the name of such Selling Shareholder. (b) Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California 90071, or at such other place as shall be agreed upon by the Underwriter and the Company and the Selling Shareholders, at 7:00 A.M. (California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by each Selling Shareholder against delivery to the Underwriter of certificates for the Securities to be purchased by it. (c) Denominations; Registration. Certificates for the Securities shall be in such denominations and registered in such names as the Underwriter may request in writing at least one full business day before the Closing Time. The certificates for the Securities will be made available for examination and packaging by the Underwriter in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time. SECTION 3. Covenants of the Company. The Company covenants with the Underwriter as follows: (a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A and will 11 notify the Underwriter immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Filing of Amendments. The Company will give the Underwriter notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), any Term Sheet or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriter or counsel for the Underwriter shall reasonably object. (c) Delivery of Registration Statements. The Company has furnished or will deliver to the Underwriter and counsel for the Underwriter, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including, if requested by the Underwriter, exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. The copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (d) Delivery of Prospectuses. The Company has delivered to the Underwriter, without charge, as many copies of each preliminary prospectus as the Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. 12 (e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriter or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriter such number of copies of such amendment or supplement as the Underwriter may reasonably request. (f) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriter may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement. (g) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act. (h) Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or 13 otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. (i) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (j) Lock-up Agreements. The Company will use its reasonable best efforts to obtain agreements substantially in the form of Exhibit C hereto signed by the persons and entities listed on Schedule D hereto. SECTION 4. Payment of Expenses. (a) Expenses. Except as otherwise set forth herein, the Company will pay or cause to be paid all expenses incident to the performance of its obligations and the obligations of the Selling Shareholders under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriter of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriter of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities and (x) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange. Notwithstanding anything to the contrary in this Section 4, the cost or expense of all underwriting discounts and selling commissions applicable to the sale of Securities pursuant to this Agreement shall be borne by each Selling Shareholder, in proportion to the number of shares sold by each such party. 14 (b) Expenses of the Selling Shareholders. The Selling Shareholders will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by this Agreement, including (i) any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Securities owned by each of them to the Underwriter and (ii) the fees and disbursements of their respective counsel and accountants. (c) Termination of Agreement. If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 5, Section 9(a)(i) or Section 10 hereof, the Company shall reimburse the Underwriter for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriter; provided, however, that if any such termination of this Agreement is solely caused by, or based solely upon, a default by one or more Selling Shareholders as referred to in Section 10 of this Agreement, or the failure of one or more Selling Shareholders to comply with its requirements under Section 5 of this Agreement, then such Selling Shareholder shall reimburse the Underwriter for such expenses. (d) Allocation of Expenses. The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholders may make for the sharing of such costs and expenses. SECTION 5 Conditions of Underwriter's Obligations. The obligations of the Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company or on behalf of any Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriter. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A). (b) Opinion of Counsel for Company. At Closing Time, the Underwriter shall have received the favorable opinions, dated as of Closing Time, of Gibson, Dunn & Crutcher LLP, counsel for the Company, and Lon Novatt, General Counsel of the Company, in each case, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibits A and AA hereto. (c) Opinion of Counsel for the Selling Shareholders. At Closing Time, the Underwriter shall have received the favorable opinions, dated as of Closing Time, of (i) Ian Paget Brown and (ii) Baker & McKenzie, in each case, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibits B and BB, respectively. 15 (d) Opinion of Counsel for Underwriter. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Skadden, Arps, Slate, Meagher and Flom LLP, counsel for the Underwriter, with respect to the matters set forth in clauses (i), (ii), (iv) through (vi), inclusive, the paragraph immediately following clause (xii) (solely as to the information in the Prospectus under "Description of Capital Stock") and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriter. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. (e) Officers' Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Underwriter shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of each of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission. (f) Certificate of Selling Shareholders. At Closing Time, the Underwriter shall have received a certificate of an Attorney-in-Fact on behalf of or an executive officer of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time. (g) Accountant's Comfort Letter. On the date immediately following the date hereof, the Underwriter shall have received from PricewaterhouseCoopers, LLP a letter dated as of the date immediately following the date hereof, in form and substance satisfactory to the Underwriter containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (h) Bringdown Comfort Letter. At Closing Time, the Underwriter shall have received from PricewaterhouseCoopers, LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time. 16 (i) Approval of Listing. At Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange. (j) Additional Documents. At Closing Time counsel for the Underwriter shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Shareholders in connection with the sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Underwriter and counsel for the Underwriter. (k) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect. (l) Form W-9. Each Selling Shareholder shall have delivered to the Company at Closing Time a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). SECTION 6 Indemnification. (a) Indemnification of Underwriter. The Company agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below. In addition, each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or 17 threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and, provided, further, that the Company will not be liable to the Underwriter with respect to any prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that the Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Securities to a person to whom the Underwriter failed to send or give, at or prior to the Closing Time, a copy of the Prospectus, as then amended or supplemented if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, liability, claim, damage or expense of the Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the preliminary Prospectus which was corrected in the Prospectus as, if applicable, amended or supplemented prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, liability, claim, damage or expense would have constituted the sole defense to the claim asserted by such person; provided, further that the Selling Shareholders shall only be subject to such liability to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon information provided in writing by such Selling Shareholder or contained in a representation or warranty given by such Selling Shareholder in this Agreement or the Power of Attorney; and provided, further, that the liability under this subsection of each Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder from the sale of Securities sold by such Selling Shareholder hereunder. (b) Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 18 within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriter, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such settlement effected without its consent if such indemnifying party, prior to the date of such settlement, (1) reimburses such indemnified party in accordance with such request 19 for the amount of such fees and expenses of counsel as the indemnifying party believes in good faith to be reasonable, and (2) provides written notice to the indemnified party that the indemnifying party disputes in good faith the reasonableness of the unpaid balance of such fees and expenses. (e) Other Agreements with Respect to Indemnification. The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification. SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholders on the one hand and the Underwriter on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholders on the one hand and of the Underwriter on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Shareholders on the one hand and the Underwriter on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Selling Shareholders and the total underwriting discount received by the Underwriter, in each case as set forth on the cover of the Prospectus. The relative fault of the Company and the Selling Shareholders on the one hand and the Underwriter on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Shareholders or by the Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Shareholders and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 20 Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, no Selling Shareholder shall be required to contribute any amount in excess of the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder from the sale of Securities sold by such Selling Shareholder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or such Selling Shareholder, as the case may be. The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to contribution. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries or the Selling Shareholders submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or any controlling person, or by or on behalf of the Company or the Selling Shareholders, and shall survive delivery of the Securities to the Underwriter. SECTION 9. Termination of Agreement. (a) Termination; General. The Underwriter may terminate this Agreement, by notice to the Company and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended 21 or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect. SECTION 10. Default by One or More of the Selling Shareholders. If a Selling Shareholder shall fail at Closing Time to sell and deliver the number of Securities which such Selling Shareholder or Selling Shareholders are obligated to sell hereunder, then the Underwriter may, by notice from the Underwriter to the Company and the non-defaulting Selling Shareholders, either (i) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or elect to purchase the Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder. No action taken pursuant to this Section 10 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder as referred to in this Section 10, each of the Underwriter and the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements. SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriter shall be directed to the Underwriter at Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group; notices to the Company shall be directed to it at 645 E. Missouri Ave. Suite 400, Phoenix, Arizona 85012, attention of Chief Financial Officer; and notices to the Selling Shareholders shall be directed to the address set forth below such Selling Shareholders' names on Schedule A hereto. SECTION 12. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriter, the Company and the Selling Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriter, the Company and the Selling Shareholders and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the 22 sole and exclusive benefit of the Underwriter, the Company and the Selling Shareholders and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from the Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THAT WOULD APPLY THE LAW OF ANY OTHER STATE. UNLESS OTHERWISE INDICATED, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 14. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 23 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriter, the Company and the Selling Shareholders in accordance with its terms. Very truly yours, CSK AUTO CORPORATION By /s/ Lon Novatt -------------------------------------- Name: Lon Novatt Title: Senior Vice President INVESTCORP CSK HOLDINGS, L.P. EQUITY CSKA LIMITED EQUITY CSKB LIMITED EQUITY CSKC LIMITED SOUTH BAY LIMITED INVESTCORP INVESTMENT EQUITY LIMITED BALLET LIMITED DENARY LIMITED GLEAM LIMITED HIGHLANDS LIMITED NOBLE LIMITED OUTRIGGER LIMITED QUILL LIMITED RADIAL LIMITED SHORELINE LIMITED ZINNIA LIMITED J.P. MORGAN (SUISSE) SA By /s/ Simon Moore -------------------------------------- Simon Moore, as Attorney-in-Fact The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By /s/ Niron Stabinsky ---------------------------------------------- Name: Niron Stabinsky Title: Director EX-99.E 7 p68258bexv99we.txt EX-99.E CUSIP NO. 125965103 SCHEDULE 13D EXHIBIT E FORM OF LOCK-UP FOR SELLING STOCKHOLDER PURSUANT TO SECTION 3(J) September 8, 2003 Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 Re: Proposed Public Offering Dear Sirs: The undersigned, a stockholder of CSK Auto Corporation, a Delaware corporation (the "Company"), understands that Credit Suisse First Boston LLC ("Underwriter"), proposes to enter into a Purchase Agreement (the "Purchase Agreement") with the Company and the Selling Shareholders providing for the public offering of shares (the "Securities") of the Company's common stock, par value $.01 per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during a period of 30 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Very truly yours, Signature: ------------------------- Print Name: ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----


CUSIP No. 125965103					Page 2 of 11

	1.	Name of Reporting Person: Investcorp, S.A.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N.A.

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Luxembourg

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: None

			8.	Shared Voting Power: 3,786,275

			9.	Sole Dispositive Power: None

			10.	Shared Dispositive Power: 3,786,275

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,786,275

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 8.3%

	14.	Type of Reporting Person (See Instructions): CO


CUSIP No. 125965103					Page 3 of 11

	1.	Name of Reporting Person: SIPCO Limited			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N.A.

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Cayman Islands, B. W. I.

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: None

			8.	Shared Voting Power: 3,786,275

			9.	Sole Dispositive Power: None

			10.	Shared Dispositive Power: 3,786,275

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,786,275

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 8.3%

	14.	Type of Reporting Person (See Instructions): CO


CUSIP No. 125965103					Page 4 of 11

	1.	Name of Reporting Person: Investcorp CSK Holdings L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N.A.

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Cayman Islands, B. W. I.

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: None

			8.	Shared Voting Power: 3,012,607

			9.	Sole Dispositive Power: None

			10.	Shared Dispositive Power: 3,012,607

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,012,607

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 6.6%

	14.	Type of Reporting Person (See Instructions): PN

	(i)		Investcorp S.A.

	(ii)		SIPCO Limited

	(iii)		Investcorp CSK Holdings L.P.

	(i)		Luxembourg

	(ii)		Cayman Islands, B.W.I.

	(iii)		Cayman Islands, B.W.I.

	(i)		Investcorp S.A., through its subsidiaries, acts as a principal and intermediary in international investment transactions.

	(ii)		SIPCO is a passive holding company that has no operations and no employees.

	(iii)		The sole business of Investcorp CSK Holdings L.P. is to hold shares of Common Stock issued by CSK Auto Corporation.

	(i)		Investcorp S.A., 6 rue Adolphe Fischer, Luxembourg, N4 00000

	(ii)		SIPCO Limited, West Wind Building, P.O. Box 1111, Harbour Drive, Grand Cayman, Cayman Islands, B.W.I.