exv4w06w1



 




Exhibit 4.06.1



LEHMAN BROTHERS



Termination Agreement



	 	 	 
	
    
    Date:
    

    	 	
    5 June, 2003
    
	 
	
    
    To:
    

    	 	
    CSK Auto, Inc.

    645 East Missouri Ave.

    Suite 400

    Phoenix, AZ 85012
    
	 
	
    
    Attention:
    

    	 	
    Don Watson

    Facsimile:  602-234-1065

    Telephone:  602-631-7224
    
	 
	
    
    From:
    

    	 	
    Lehman Brothers Special Financing Inc.

    Cathy King — Transaction Management Group

    Facsimile:  201-524-2080 (United States of America)

    Telephone  201-526-7875
    
	 
	
    
    Effort ID:
    

    	 	
    Termination 320435
    
	 
	
    
    Global ID:
    

    	 	
    222218
    











Dear Sir or Madam:




Reference is made to the transaction (the
“Transaction”) entered into between Lehman Brothers
Special Financing Inc. (“Party A”) and CSK Auto,
Inc. (“Party B”) on 07 February, 2002,
further details of which are specified below. This communication
(the “Termination Agreement”) confirms
Party A’s and Party B’s agreement to
terminate the Transaction and all rights, obligations and
liabilities of Party A and Party B thereunder (except
in respect of any payment or delivery due on or before
05 June, 2003 (the “Termination Effective Date”)
under the Transaction which remain unsatisfied as of the
Termination Effective Date for the consideration specified below.




This Termination Agreement incorporates by
reference the confirmation of the Transaction (the
“Confirmation”). Capitalized terms not defined herein
have the meanings specified in the Confirmation.




In the event of any inconsistency between the
provisions of this Termination Agreement and the Confirmation,
this Termination Agreement will prevail.




The terms of the original Transaction to which
this Termination Agreement relates are as follows:




	 	 	 
	
    
    Reference Number:
    

    	 	
    215568
    
	 
	
    
    Trade Date:
    

    	 	
    07 February, 2002
    
	 
	
    
    Notional Amount:
    

    	 	
    USD 100,000,000.00
    
	 
	
    
    Termination Date:
    

    	 	
    15 June, 2006, subject to adjustment in
    accordance with the Modified Following Business Day Convention.
    





In consideration of the termination of the
Transaction, on 05 June, 2003, Party A shall pay to
Party B the sum of USD 9,700,000.00.



LEHMAN BROTHERS SPECIAL FINANCING INC.




LEHMAN BROTHERS INC.





745 SEVENTH AVENUE, NEW YORK, NY 10019








 




This Termination Agreement constitutes the entire
agreement and understanding of the parties with respect to the
termination of the Transaction.



Please confirm that the foregoing correctly sets
forth the terms of our agreement with respect to the termination of
the Transaction by signing in the space provided below and sending a
copy of the executed Termination Agreement to us at facsimile number
201-395-4655 (United States of America), Attention:
Documentation.




	 	 	 
	Yours sincerely,

 

Lehman Brothers Special Financing Inc.

 

 

By: /s/ Diana Nottingham




Name: Diana Nottingham

Title:   Vice President	 	Accepted and agreed to:

 

CSK Auto, Inc.

 

 

By: /s/ Don W. Watson




Name: Don W. Watson

Title:   Chief Financial Officer & Treasurer








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