EXHIBIT 99.1
FOURTH AMENDMENT
TO
STOCKHOLDERS' AGREEMENT
THIS FOURTH AMENDMENT (this "Fourth Amendment"), dated as of October 7,
2002, is by and among EQUITY CSKA LIMITED, EQUITY CSKB LIMITED, EQUITY CSKC
LIMITED, AUTO EQUITY LIMITED, AUTO PARTS LIMITED, AUTO INVESTMENTS LIMITED, CSK
INVESTMENTS LIMITED, CSK EQUITY LIMITED, NEW CSK EQUITY LIMITED, INVESTCORP CSK
HOLDINGS L.P., CSK INTERNATIONAL LIMITED, ▇.▇. ▇▇▇▇▇▇ (SUISSE) S.A., as
successor to CHASE BANK PRIVATE BANK (Switzerland), 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 and ZINNIA LIMITED, each being a corporation
organized under the laws of the Cayman Islands, CHILTERN TRUSTEES LIMITED, in
its capacity as trustee of The Carmel Trust, a trust governed by the laws of
Canada and established under a trust settlement made August 17, 1977 ("Chiltern
Trustees Limited"), Glenellen Investment Co., a Cayman Islands corporation,
Transatlantic Investments, LLC., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and THE JAB TRUST
(collectively, the "Stockholders"), CSK AUTO CORPORATION, a Delaware corporation
(the "Company"), and CSK AUTO, INC., an Arizona corporation and a wholly-owned
subsidiary of the Company ("Auto"), each of whom is a party to that certain
Stockholders' Agreement, dated as of October 30, 1996, as amended by that
certain Amendment thereto, dated as of June 12, 1998, as further amended by that
certain letter agreement, dated December 8, 1998, as further amended by that
certain Second Amendment thereto (the "Second Amendment"), dated as of December
7, 2001, and as further amended by that certain Third Amendment thereto (the
"Third Amendment"), dated as of May 16, 2002 (collectively, the "Stockholders'
Agreement"). Initial capitalized terms used in this Fourth Amendment and not
otherwise defined herein shall have the meanings provided to them in the
Stockholders Agreement.
RECITALS
1. The Stockholders, the Company, and Auto (collectively, the
"Parties") have performed certain of the obligations under the Third Amendment.
2. The Investcorp Group desires to waive its right to request that the
Company file the Investcorp Registration Statement pursuant to Section 2.5(f) of
the Third Amendment and to allow the Carmel Stockholders to immediately request
the filing of a registration statement pursuant to the terms of the Stockholders
Agreement; provided that the members of the Investcorp Group shall have the
right (i) to request the registration of up to all their shares at any time
after December 1, 2002, including at any time following a request by the Carmel
Stockholders to register all or part of their shares, and (ii) to have all or
part of the shares held by members of the Investcorp Group included on the terms
set forth herein, in any underwritten offering requested by the Carmel
Stockholders that closes after December 1, 2002.
3. The Parties wish to amend the Third Amendment and the Stockholders'
Agreement to clarify their respective rights with respect to future registration
of shares as follows:
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
1. Sections 2.4(a), (b), (c), and (e) of the Third Amendment are
deleted in their entirety.
2. Section 2.5(f) of the Third Amendment shall be amended and restated
in its entirety as follows:
"(f) Subsequent Registration Statements
(i) For each registration of Common Stock pursuant to Section 9.1 or
9.3 of the Stockholders' Agreement that involves an underwritten public
offering and that closes after December 1, 2002, (an "Underwritten
Offering"), (a) the Parties shall cooperate to allow each Stockholder
to participate, including providing written notice to all Parties of
any such Underwritten Offering (including an Underwritten Offering of
shares registered for resale under a then effective registration
statement) ten (10) days prior to the commencement of any marketing
efforts with respect to such Underwritten Offering and, if necessary,
delaying the Underwritten Offering to permit the registration of the
sale of shares by such other Stockholders, (b) the holders of a
majority of shares of Registrable Stock to be sold in such offering
shall be entitled to select the sole or the lead managing underwriter,
as the case may be, of such offering (the "Lead Underwriter");
provided, however, that if the other Stockholders participating in the
Underwritten Offering own at least 20% of the shares of Registrable
Stock to be sold in such offering, then (i) two or, at the Company's
option, three joint book running underwriters shall participate in such
Underwritten Offering, and (ii) one of which shall be selected by such
other Stockholders, and the remaining one or two, as the case may be,
of which, including the Lead Underwriter, shall be selected by the
majority Stockholders, (c) if the Lead Underwriter advises the Company
in writing (with a copy to each Stockholder registering shares for
resale in the Underwritten Offering) that, in the good faith opinion of
the underwriters, the number of shares of Common Stock requested to be
included in the Underwritten Offering would materially adversely affect
(as defined in Section 2.5(d) of this Third Amendment) the marketing of
the shares to be sold in such offering (such writing to state the
approximate number of shares which may be included in such offering
without such effect), the Company shall include in such registration:
shares allocated pro rata between the collective number of shares
proposed to be included by members of the Investcorp Group and the
collective number of shares proposed to be included by the Carmel
Stockholders and The JAB Trust, and (d) if requested in writing by the
Lead Underwriter, each Stockholder agrees to enter into a customary
agreement not to sell any
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shares of Registrable Stock or any other shares of Capital Stock (other
than shares of Registrable Stock or other shares of Capital Stock being
registered in the Underwritten Offering), without the consent of such
Lead Underwriter, for a period of not more than 90 days following the
effective date of such Registration Statement.
(ii) Each member of the Investcorp Group agrees that until December 1,
2002, it will not (a) request the registration of the sale of any of
its shares pursuant to Section 9 of the Stockholders' Agreement or
otherwise, or (b) sell publicly or privately any shares of its
Registrable Stock (other than shares already registered for resale
under registration statement number 333-77008, as to which no
restrictions shall apply); provided however for purpose of
clarification, nothing in this Section 2.5(f)(ii) shall prevent any
member of the Investcorp Group from (x) participating in any public
offering or other sale that closes after December 1, 2002 (including an
offering that was commenced prior to December 1, 2002 that does not
close by such date), or (y) requesting the registration for sale of any
of its shares on any date after December 1, 2002.
(iii) Notwithstanding any other provision of the Stockholders'
Agreement, for any public offering commenced prior to December 1, 2002,
(a) the Company shall comply with its obligations in Section 9.4(k)
except that it shall not be obligated to participate in a road-show
other than to make its senior officers available for telephone
conferences on two business days, and (b) none of the Parties shall be
required to enter into any lock-up agreement with respect to such
offering."
3. The prohibition on filing registration statements in the last
sentence of Section 9.1(c) shall only apply following underwritten offerings
commenced after December 1, 2002 pursuant to Section 9.1 and shall not prohibit
the filing of any registration statement to permit any Stockholder to
participate in such underwritten offering. Except for registration statements on
Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file a registration
statement (other than the Make-Whole Registration Statement or any registration
statement requested by a member of the Carmel Group) prior to December 2, 2002.
4. Except for the specific changes set forth in this Fourth Amendment,
the remainder of the Stockholders' Agreement, including without limitation the
Third Amendment, shall remain unchanged and in full force and effect. In the
event of any inconsistency between this Fourth Amendment and the Stockholders'
Agreement, this Fourth Amendment shall control.
5. This Fourth Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the day and year first above-written.
CSK AUTO CORPORATION
-------------------------------------
Name:
Title:
CSK AUTO, INC.
-------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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SIGNATURE PAGES TO FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
EQUITY CSKA LIMITED
By: ___________________________
Name:_________________
Title:__________________
EQUITY CSKB LIMITED
By: ___________________________
Name:_________________
Title:__________________
EQUITY CSKC LIMITED
By: ___________________________
Name:_________________
Title:__________________
AUTO EQUITY LIMITED
By: ___________________________
Name:_________________
Title:__________________
AUTO PARTS LIMITED
By: ___________________________
Name:_________________
Title:__________________
AUTO INVESTMENTS LIMITED
By: ___________________________
Name:_________________
Title:__________________
SIGNATURE PAGES TO FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
CSK INVESTMENTS LIMITED
By: ___________________________
Name:_________________
Title:__________________
CSK EQUITY LIMITED
By: ___________________________
Name:_________________
Title:__________________
NEW CSK EQUITY LIMITED
By: ___________________________
Name:_________________
Title:__________________
INVESTCORP CSK HOLDINGS L.P.
By: ___________________________
Name:_________________
Title:__________________
CSK INTERNATIONAL LIMITED
By: ___________________________
Name:_________________
Title:__________________
▇.▇. ▇▇▇▇▇▇ (SUISSE) SA, AS SUCCESSOR
TO CHASE MANHATTAN PRIVATE BANK
(SWITZERLAND)
By: ___________________________
Name:_________________
Title:__________________
SIGNATURE PAGES TO FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
SOUTH BAY LIMITED
By: ___________________________
Name:_________________
Title:__________________
BALLET LIMITED
By: ___________________________
Name:_________________
Title:__________________
DENARY LIMITED
By: ___________________________
Name:_________________
Title:__________________
GLEAM LIMITED
By: ___________________________
Name:_________________
Title:__________________
HIGHLANDS LIMITED
By: ___________________________
Name:_________________
Title:__________________
NOBLE LIMITED
By: ___________________________
Name:_________________
Title:__________________
SIGNATURE PAGES TO FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
OUTRIGGER LIMITED
By: ___________________________
Name:_________________
Title:__________________
QUILL LIMITED
By: ___________________________
Name:_________________
Title:__________________
RADIAL LIMITED
By: ___________________________
Name:_________________
Title:__________________
SHORELINE LIMITED
By: ___________________________
Name:_________________
Title:__________________
ZINNIA LIMITED
By: ___________________________
Name:_________________
Title:__________________
INVESTCORP INVESTMENT EQUITY LIMITED
By: ___________________________
Name:_________________
Title:__________________
SIGNATURE PAGES TO FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
CHILTERN TRUSTEES LIMITED, AS
TRUSTEE OF CARMEL TRUST
By: ___________________________
Name:_________________
Title:__________________
TRANSATLANTIC INVESTMENTS, LLC.
By: ___________________________
Name:_________________
Title:__________________
GLENELLEN INVESTMENT CO.
By: ___________________________
Name:_________________
Title:__________________
THE JAB TRUST
By: ___________________________
Name:_________________
Title:__________________
By: ___________________________
Name:_________________
Title:__________________
SIGNATURE PAGES TO FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT