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                                                                   Exhibit 10.03








                              CSK AUTO CORPORATION

                            (a Delaware corporation)





                        8,242,000 Shares of Common Stock

                               PURCHASE AGREEMENT

                              Dated: June 27, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                           <C>
SECTION 1.  Representations and Warranties...................................   3

      (a)   Representations and Warranties by the Company....................   3

      (b)   Representations and Warranties by the Selling Shareholder........  10

      (c)   Officer's Certificates...........................................  12

SECTION 2.  Sale and Delivery to Underwriters; Closing.......................  12

      (a)   Initial Securities...............................................  12

      (b)   Option Securities................................................  12

      (c)   Payment..........................................................  13

      (d)   Denominations; Registration......................................  13

SECTION 3.  Covenants of the Company.........................................  14

      (a)   Compliance with Securities Regulations and Commission Requests...  14

      (b)   Filing of Amendments.............................................  14

      (c)   Delivery of Registration Statements..............................  14

      (d)   Delivery of Prospectuses.........................................  14

      (e)   Continued Compliance with Securities Laws........................  15

      (f)   Blue Sky Qualifications..........................................  15

      (g)   Rule 158.........................................................  15

      (h)   Use of Proceeds..................................................  15

      (i)   Listing..........................................................  15

      (j)   Restriction on Sale of Securities................................  16

      (k)   Reporting Requirements...........................................  16

SECTION 4.  Payment of Expenses..............................................  16

      (a)   Expenses.........................................................  16

      (b)   Expenses of the Selling Shareholder..............................  17

      (c)   Termination of Agreement.........................................  17

      (d)   Allocation of Expenses...........................................  17

SECTION 5.  Conditions of Underwriters' Obligations..........................  17

      (a)   Effectiveness of Registration Statement..........................  17

      (b)   Opinion of Counsel for Company...................................  17

      (c)   Opinion of Counsel for the Selling Shareholder...................  18
</TABLE>


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<TABLE>
<S>                                                                            <C>
      (d)   Opinion of Counsel for Underwriters..............................  18

      (e)   Officers' Certificate............................................  18

      (f)   Certificate of Selling Shareholder...............................  18

      (g)   Accountant's Comfort Letter......................................  19

      (h)   Bring-down Comfort Letter........................................  19

      (i)   Approval of Listing..............................................  19

      (j)   No Objection.....................................................  19

      (k)   Lock-up Agreements...............................................  19

      (l)   Conditions to Purchase of Option Securities......................  19

      (m)   Additional Documents.............................................  20

      (n)   Termination of Agreement.........................................  20

SECTION 6.  Indemnification..................................................  20

      (a)   Indemnification of Underwriters..................................  20

      (b)   Indemnification of Company, Directors and Officers and
            Selling Shareholder..............................................  21

      (c)   Actions against Parties; Notification............................  22

      (d)   Settlement without Consent if Failure to Reimburse...............  22

      (e)   Other Agreements with Respect to Indemnification.................  23

SECTION 7.  Contribution.....................................................  23

SECTION 8.  Representations, Warranties and Agreements to Survive Delivery...  24

SECTION 9.  Termination of Agreement.........................................  24

      (a)   Termination; General.............................................  24

      (b)   Liabilities......................................................  25

SECTION 10. Default by One or More of the Underwriters.......................  25

SECTION 11. Default by the Selling Shareholder or the Company................  26

SECTION 12. Notices..........................................................  26

SECTION 13. Parties..........................................................  26

SECTION 14. GOVERNING LAW AND TIME...........................................  27

SECTION 15. Effect of Headings...............................................  27
</TABLE>


                                       ii
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<TABLE>
<S>                                                                         <C>
SCHEDULES

      Schedule A  -  List of Underwriters..............................     Sch A-1

      Schedule B  -  Selling Shareholder...............................     Sch B-1

      Schedule C  -  Pricing Information...............................     Sch C-1

      Schedule D -   List of Subsidiaries..............................     Sch D-1

      Schedule E -   List of Persons subject to Lock-up................     Sch E-1

      Schedule F -   List of Agreements with Registration Rights.......     Sch F-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 for Selling Shareholder.................     B-1

      Exhibit BB - Form of NYUCC and Enforceability Opinion
                   for Selling Shareholder.................................    BB-1

      Exhibit C -  Form of Lock-up Letter  ................................     C-1
</TABLE>


                                      iii
<PAGE>
                              CSK AUTO CORPORATION

                            (a Delaware corporation)

                        8,242,000 Shares of Common Stock

                           (Par Value $.01 Per Share)

                               PURCHASE AGREEMENT

                                                                   June 27, 2002

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
        Incorporated
UBS WARBURG LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
          as Representatives of the several Underwriters
c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
        Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

      CSK Auto Corporation, a Delaware corporation (the "Company") and the
entity listed in Schedule B hereto (the "Selling Shareholder"), confirm their
respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and each of the other Underwriters named in
Schedule A hereto (collectively, the "Underwriters", which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, UBS Warburg LLC, Credit Suisse First Boston
Corporation and Goldman, Sachs & Co. are acting as representatives (in such
capacity, the "Representatives"), with respect to (i) the sale by the Company
and the Selling Shareholder, acting severally and not jointly, and the purchase
by the Underwriters, acting severally and not jointly, of the respective numbers
of shares of Common Stock, par value $.01 per share, of the Company ("Common
Stock") set forth in Schedules A and B hereto and (ii) the grant by the Company
to the Underwriters, acting severally and not jointly, of the option described
in Section 2(b) hereof to purchase all or any part of 1,236,300 additional
shares of Common Stock to cover over-allotments, if any. The aforesaid 8,242,000
shares of Common Stock (the "Initial Securities") to be purchased by the
Underwriters and all or any part of the 1,236,300 shares of


                                       1
<PAGE>
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities".

      The Company and the Selling Shareholder understand that the Underwriters
propose to make a public offering of the Securities as soon as the
Representatives deem 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. 333-89982) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The
information included in such prospectus or in such Term Sheet, as the case may
be, 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 (a) pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is
referred to as "Rule 434 Information." Each prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 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 and the Rule 434 Information, as applicable, is herein called the
"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 final 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 Underwriters for
use in connection with the offering of the Securities is herein called the
"Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the
preliminary prospectus dated June 6, 2002 together with the Term Sheet and all
references in this Agreement to the date of the Prospectus shall mean the date
of the Term Sheet. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the Prospectus or any Term
Sheet 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


                                       2
<PAGE>
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 each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each 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 (and, if any Option Securities are
      purchased, at the Date of Delivery), 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 Prospectus nor any amendments or supplements
      thereto, at the time the Prospectus or any such amendment or supplement
      was issued and at the Closing Time (and, if any Option Securities are
      purchased, at the Date of Delivery), included or will include an untrue
      statement of a 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. If Rule 434
      is used, the Company will comply with the requirements of Rule 434. 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 any Underwriter through Merrill Lynch 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 Underwriters
      for use in connection with this offering was identical to the


                                       3
<PAGE>
      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 (and, if any Option
      Securities are purchased, at the Date of Delivery), 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 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


                                       4
<PAGE>
      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 D
      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 sections entitled "Prospectus Summary--
      the Offering" and "Description of Capital Stock" (except for subsequent
      issuances, if any, pursuant to this Agreement, 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 Underwriters from the Selling Shareholder, 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 Underwriters from the Selling Shareholder, was issued in
      violation of the preemptive or other similar rights of any securityholder
      of the Company.


                                       5
<PAGE>
            (ix)  Authorization of Agreement. This Agreement has been duly
      authorized, executed and delivered by the Company.


            (x)  Authorization and Description of Securities. The Securities to
      be purchased by the Underwriters from the Company have been duly
      authorized for issuance and sale to the Underwriters pursuant to this
      Agreement and, when issued and delivered by the Company pursuant to this
      Agreement against payment of the consideration set forth herein, will be
      validly issued and fully paid and non-assessable; 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; and the issuance of the
      Securities is not subject to the preemptive or other similar rights of any
      securityholder of the Company.

            (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 in the Registration Statement (including the
      issuance and sale of the Securities and the use of the proceeds from the
      sale of the Securities as described in the Prospectus under the caption
      "Use of Proceeds") 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 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.

            (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.


                                       6
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            (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 if determined adversely to the Company or such subsidiary would
      singly or in the aggregate, have a Material Adverse Effect, or would
      materially and adversely affect 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.

            (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, issuance 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


                                       7
<PAGE>
      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.

            (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


                                       8
<PAGE>
      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
      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 F 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


                                       9
<PAGE>
      Act. No such person currently has any rights to require the Company to
      include any securities in the Securities registered pursuant to the
      Registration Statement (except for the 2,600,000 shares of Common Stock
      owned by Glenellen that are being registered pursuant to the Registration
      Statement).

     (b)  Representations and Warranties by the Selling Shareholder. The Selling
Shareholder represents and warrants to each Underwriter as of the date hereof
and as of the Closing Time, and agrees with each Underwriter, as follows:

            (i)  Accurate Disclosure. The Selling Shareholder has reviewed the
      Registration Statement, and the sale of the Offered Securities by the
      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 "Principal and Selling
      Stockholders" which specifically relates to the Selling Shareholder does
      not, and will not on the Closing Date, 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. The Selling Shareholder has the
      full right, power and authority to enter into this Agreement and a Power
      of Attorney (the "Power of Attorney") and a Custody Agreement (the
      "Custody Agreement"), and to sell, transfer and deliver the Securities to
      be sold by the Selling Shareholder hereunder. The execution and delivery
      of this Agreement, the Power of Attorney and the Custody Agreement and the
      sale and delivery of the Securities to be sold by the Selling Shareholder
      and the consummation of the transactions contemplated herein and
      compliance by the Selling Shareholder with its obligations hereunder have
      been duly authorized by the 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 the Selling Shareholder or any property or
      assets of the 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 the Selling Shareholder is a party
      or by which the Selling Shareholder may be bound, or to which any of the
      property or assets of the 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 the Selling Shareholder, if
      applicable, or any applicable treaty, law, statute, rule, regulation,
      judgment, order, writ or decree of any government, government
      instrumentality or court, domestic or foreign, having jurisdiction over
      the Selling Shareholder or any of its properties.

            (iii)  Good and Marketable Title. The Selling Shareholder has and
      will at the Closing Time have valid and marketable title to the Securities
      to be sold by it 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 each such Underwriter has no notice of any adverse
      claim, each of the


                                       10
<PAGE>
      Underwriters will receive good and marketable title to the Securities
      purchased by it from the Selling Shareholder, free and clear of any
      security interest, mortgage, pledge, lien, charge, claim, equity or
      encumbrance of any kind.

            (iv)   Due Execution of Power of Attorney and Custody Agreement. The
      Selling Shareholder has duly executed and delivered, in the form
      heretofore furnished to the Representatives, the Power of Attorney and the
      Custody Agreement with Robert Smith as attorney-in-fact (the
      "Attorney-in-Fact") and Jenkens & Gilchrist Parker Chapin LLP, as
      custodian (the "Custodian"); the Custodian is authorized to deliver the
      Securities to be sold by the Selling Shareholder hereunder and to accept
      payment therefor; and the Attorney-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 to Section 5(l) and 5(m) on behalf of the
      Selling Shareholder, to sell, assign and transfer to the Underwriters the
      Securities to be sold by the Selling Shareholder hereunder, to determine
      the purchase price to be paid by the Underwriters to the Selling
      Shareholder, as provided in Section 2(a) hereof, to authorize the delivery
      of the Securities to be sold by the Selling Shareholder hereunder, to
      accept payment therefor, and otherwise to act on behalf of the Selling
      Shareholder in connection with this Agreement.

            (v)  Absence of Manipulation. The 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.

            (vi)  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 the Selling
      Shareholder of its obligations hereunder, in the Power of Attorney or in
      the Custody Agreement, 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.

            (vii)  Restriction on Sale of Securities. During a period of 90 days
      from the date of the Prospectus, the Selling Shareholder will not, without
      the prior written consent of UBS Warburg LLC, (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 to purchase
      or otherwise transfer or dispose of, directly or indirectly, 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 otherwise. The foregoing sentence shall not apply
      to the Securities to be sold hereunder.


                                       11
<PAGE>
            (viii)  Certificates Suitable for Transfer. Certificates for all of
      the Securities to be sold by the 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, have been placed in custody with the Custodian with
      irrevocable conditional instructions to deliver such Securities to the
      Underwriters pursuant to this Agreement.

            (ix)  No Association with NASD. Neither the 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.

      (c) Officer's Certificates. Any closing certificate signed by any officer
of the Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters pursuant to the terms of this Agreement shall be
deemed a representation and warranty by the Company to each Underwriter as to
the matters covered thereby; and any certificate signed by or on behalf of the
Selling Shareholder as such and delivered to the Representatives or to counsel
for the Underwriters pursuant to the terms of this Agreement shall be deemed a
representation and warranty by the Selling Shareholder to the Underwriters as to
the matters covered thereby.

      SECTION 2. Sale and Delivery to Underwriters; Closing.

      (a) Initial Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company and the Selling Shareholder, severally and not jointly, agree to sell to
each Underwriter, severally and not jointly, and each Underwriter, severally and
not jointly, agrees to purchase from the Company and the Selling Shareholder, at
the price per share set forth in Schedule C, that proportion of the number of
Initial Securities set forth in Schedule B opposite the name of the Company or
the Selling Shareholder, as the case may be, which the number of Initial
Securities set forth in Schedule A opposite the name of such Underwriter, plus
any additional number of Initial Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof, bears to
the total number of Initial Securities, subject, in each case, to such
adjustments among the Underwriters as the Representatives in their sole
discretion shall make to eliminate any sales or purchases of fractional
securities.

      (b) Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the Underwriters, severally
and not jointly, to purchase up to an additional 1,236,300 shares of Common
Stock, as set forth in Schedule B, at the price per share set forth in Schedule
C, less an amount per share equal to any dividends or distributions declared by
the Company and payable on the Initial Securities but not payable on the Option
Securities. The option hereby granted will expire 30 days after the date hereof
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Initial Securities upon notice by the Representatives to
the Company setting forth the number of Option Securities as to which the


                                       12
<PAGE>
several Underwriters are then exercising the option and the time and date of
payment and delivery for such Option Securities. Any such time and date of
delivery (a "Date of Delivery") shall be determined by the Representatives, but
shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined. If
the option is exercised as to all or any portion of the Option Securities, each
of the Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of Option Securities then being purchased which
the number of Initial Securities set forth in Schedule A opposite the name of
such Underwriter bears to the total number of Initial Securities, subject in
each case to such adjustments as the Representatives in their discretion shall
make to eliminate any sales or purchases of fractional shares.

      (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles,
CA 90071, or at such other place as shall be agreed upon by the Representatives
and the Company and the Selling Shareholder, 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 Representatives and
the Company and the Selling Shareholder (such time and date of payment and
delivery being herein called "Closing Time").

      In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.

      Payment shall be made to the Company and the Selling Shareholder by wire
transfer of immediately available funds to bank accounts designated by the
Company and the Custodian pursuant to the Selling Shareholder's Power of
Attorney and Custody Agreement, as the case may be, against delivery to the
Representatives for the respective accounts of the Underwriters of certificates
for the Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

      (d)   Denominations; Registration. Certificates for the Initial Securities
and the Option Securities, if any, shall be in such denominations and registered
in such names as the Representatives may request in writing at least one full
business day before the Closing Time or the relevant Date of Delivery, as the
case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.


                                       13
<PAGE>
      SECTION 3. Covenants of the Company. The Company covenants with each
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
or Rule 434, as applicable, and will notify the Representatives immediately, and
confirm the notice in writing, (1) 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 Representatives
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
Representatives 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 Representatives or counsel for the
Underwriters shall reasonably object.

      (c)  Delivery of Registration Statements. The Company has furnished or
will deliver to the Representatives 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 any 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
Representatives, without charge, a conformed copy of the Registration Statement
as originally filed and of each amendment thereto (without exhibits) for each of
the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters 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 each
Underwriter, without charge, as many copies of each preliminary prospectus as
such 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 each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such
number


                                       14
<PAGE>
of copies of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto
furnished to the Underwriters 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.

      (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 Underwriters 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 Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request.

      (f)  Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representatives 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)  Use of Proceeds. The Company will use the net proceeds received by it
from the sale of the Securities in the manner specified in the Prospectus under
"Use of Proceeds".

      (i)  Listing. The Company will use its best efforts to effect the listing
of the Securities on the New York Stock Exchange.


                                       15
<PAGE>
      (j)  Restriction on Sale of Securities. During a period of 90 days from
the date of the Prospectus, the Company will not, without the prior written
consent of UBS Warburg LLC, (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 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.

      (k)  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.

      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 Shareholder 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
Underwriters 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 Underwriters, 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 Underwriters, (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 Underwriters 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 Underwriters 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
Underwriters 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 Underwriters 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


                                       16
<PAGE>
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 the Selling
Shareholder and the Company, in proportion to the number of shares sold by each
such party.

      (b)  Expenses of the Selling Shareholder. The Selling Shareholder will pay
all expenses incident to the performance of its 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 it to the Underwriters, and their transfer
between the Underwriters pursuant to an agreement between such Underwriters, and
(ii) the fees and disbursements of their respective counsel and accountants.

      (c)  Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5, Section 9(a)(i)
or Section 11 hereof, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters; provided, however, that if any such termination of
this Agreement is solely caused by, or based solely upon, a default by the
Selling Shareholder as referred to in Section 11 of this Agreement, or the
failure of the Selling Shareholder to comply with its requirements under Section
5 of this Agreement, then the Selling Shareholder shall reimburse the
Underwriters for such expenses.

      (d)  Allocation of Expenses. The provisions of this Section shall not
affect any agreement that the Company and the Selling Shareholder may make for
the sharing of such costs and expenses.

      SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company and the Selling Shareholder
contained in Section 1 hereof or in certificates of any officer of the Company
or any subsidiary of the Company or on behalf of the 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 Underwriters. 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) or, if the Company has elected to rely upon Rule 434,
a Term Sheet shall have been filed with the Commission in accordance with Rule
424(b).

      (b)  Opinion of Counsel for Company. At Closing Time, the Representatives
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
Underwriters, together with signed or


                                       17
<PAGE>
reproduced copies of such letter for each of the other Underwriters to the
effect set forth in Exhibits A and AA hereto.

      (c)  Opinion of Counsel for the Selling Shareholder. At Closing Time, the
Representatives shall have received the favorable opinions, dated as of Closing
Time, of (i) Charles Adams, Ritchie & Duckworth, and (ii) Jenkens & Gilchrist
Parker Chapin LLP, counsel for the Selling Shareholder, in form and substance
reasonably satisfactory to counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters to the
effect set forth in Exhibits B and BB hereto, respectively.

      (d)  Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Skadden, Arps, Slate, Meagher and Flom LLP, counsel for the
Underwriters, together with signed or reproduced copies of such letter for each
of the other Underwriters with respect to the matters set forth in clauses (i)
through (iii), inclusive, (iv) (solely as to preemptive or other similar rights
arising by operation of law or under the charter or by-laws of the Company), (v)
through (vii), inclusive, the paragraph immediately following clause (xii)
(solely as to the information in the Prospectus under "Description of Capital
Stock--Common 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 Representatives. 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 Representatives 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 Shareholder. At Closing Time, the
Representatives shall have received a certificate of an Attorney-in-Fact on
behalf of or an executive officer of the Selling Shareholder, dated as of
Closing Time, to the effect that (i) the representations and warranties of the
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) the 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.


                                       18
<PAGE>
      (g)  Accountant's Comfort Letter. At the time of the execution of this
Agreement, the Representatives shall have received from PricewaterhouseCoopers,
LLP a letter dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters 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)  Bring-down Comfort Letter. At Closing Time, the Representatives 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.

      (i)  Approval of Listing. At Closing Time, the Securities shall have been
approved for listing on the New York Stock Exchange, subject only to official
notice of issuance.

      (j)  No Objection. The NASD has confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

      (k) Lock-up Agreements. At the date of this Agreement, the Representatives
shall have received an agreement substantially in the form of Exhibit C hereto
signed by the persons listed on Schedule E hereto.

      (l)  Conditions to Purchase of Option Securities. In the event that the
Underwriters exercise their option provided in Section 2(b) hereof to purchase
all or any portion of the Option Securities, the representations and warranties
of the Company contained herein and the statements in any certificates furnished
by the Company and any subsidiary of the Company hereunder shall be true and
correct as of each Date of Delivery and, at the relevant Date of Delivery, the
Representatives shall have received:

            (i)  Officers' Certificate. A certificate, dated such Date of
      Delivery, of the President or a Vice President of the Company and of the
      chief financial or chief accounting officer of the Company confirming that
      the certificate delivered at the Closing Time pursuant to Section 5(e)
      hereof remains true and correct as of such Date of Delivery.

            (ii) Opinion of Counsel for Company. The favorable opinion of
      Gibson, Dunn & Crutcher, LLP, counsel for the Company, in form and
      substance satisfactory to counsel for the Underwriters, dated such Date of
      Delivery, relating to the Option Securities to be purchased on such Date
      of Delivery and otherwise to the same effect as the opinion required by
      Section 5(b) hereof.

            (iii) Opinion of Counsel for Underwriters. The favorable opinion of
      Skadden, Arps, Slate, Meagher and Flom LLP, counsel for the Underwriters,
      dated such Date of Delivery, relating to the Option Securities to be
      purchased on such Date of Delivery and otherwise to the same effect as the
      opinion required by Section 5(d) hereof.


                                       19
<PAGE>
           (iv)  Bring-down Comfort Letter. A letter from
                 PricewaterhouseCoopers, LLP, in form and substance satisfactory
                 to the Representatives and dated such Date of Delivery,
                 substantially in the same form and substance as the letter
                 furnished to the Representative(s) pursuant to Section 5(g)
                 hereof, except that the "specified date" in the letter
                 furnished pursuant to this paragraph shall be a date not more
                 than five days prior to such Date of Delivery.

      (m)  Additional Documents. At Closing Time and at each Date of Delivery
counsel for the Underwriters 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 Shareholder in connection with the issuance
and sale of the Securities as herein contemplated shall be satisfactory in form
and substance to the Representatives and counsel for the Underwriters.

      (n)  Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option Securities
on a Date of Delivery which is after the Closing Time, the obligations of the
several Underwriters to purchase the relevant Option Securities, may be
terminated by the Representatives by notice to the Company at any time at or
prior to Closing Time or such Date of Delivery, as the case may be, 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.

      SECTION 6. Indemnification.

      (a)  Indemnification of Underwriters. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
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, the Selling Shareholder agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any 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
      and the Rule 434 Information, if applicable, 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;


                                       20
<PAGE>
            (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 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 Shareholder; and

            (iii) against any and all expense whatsoever, as incurred (including
      the fees and disbursements of counsel chosen by Merrill Lynch), 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 any
Underwriter through Merrill Lynch expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); and, provided, further,
that the Company will not be liable to any 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 such Underwriter, in contravention of a requirement of this Agreement or
applicable law, sold Securities to a person to whom such Underwriter failed to
send or give, at or prior to the Closing Date, 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 Date to allow for distribution
by the Closing Date) to the Underwriter and the loss, liability, claim, damage
or expense of such 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 Date 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 Date 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 Shareholder 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 the Selling
Shareholder or contained in a representation or warranty given by the Selling
Shareholder in this Agreement or the Custody Agreement; and provided, further,
that the liability under this subsection of the Selling Shareholder shall be
limited to an amount equal to the aggregate gross proceeds after underwriting
commissions and discounts, but before expenses, to the Selling Shareholder from
the sale of Securities sold by the Selling Shareholder hereunder.

      (b)  Indemnification of Company, Directors and Officers and Selling
Shareholder. Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of


                                       21
<PAGE>
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 the Selling Shareholder and each person, if any, who
controls the Selling Shareholder 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 and the Rule 434
Information, if applicable, 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 such Underwriter through Merrill
Lynch 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 Merrill Lynch, 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


                                       22
<PAGE>
request 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
Shareholder 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 Shareholder on the one hand and the Underwriters 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 Shareholder on the one hand and of the Underwriters 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 Shareholder
on the one hand and the Underwriters 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 Shareholder and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover of the
Prospectus, or, if Rule 434 is used, the corresponding location on the Term
Sheet bear to the aggregate initial public offering price of the Securities as
set forth on such cover.

      The relative fault of the Company and the Selling Shareholder on the one
hand and the Underwriters 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 Shareholder or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

      The Company, the Selling Shareholder and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) 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


                                       23
<PAGE>
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.

      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.

      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 an
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 the
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
the Selling Shareholder, as the case may be. The Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the number of Initial Securities set forth opposite their respective names in
Schedule A hereto and not joint.

      The provisions of this Section shall not affect any agreement among the
Company and the Selling Shareholder 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 Shareholder submitted pursuant hereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter or controlling person, or by or on behalf of the Company or the
Selling Shareholder, and shall survive delivery of the Securities to the
Underwriters.

      SECTION 9. Termination of Agreement.

      (a)  Termination; General. The Representatives may terminate this
Agreement, by notice to the Company and the Selling Shareholder, 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


                                       24
<PAGE>
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 Representatives, 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 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 Underwriters. If one or more of
the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

            (i) if the number of Defaulted Securities does not exceed 10% of the
      number of Securities to be purchased on such date, each of the
      non-defaulting Underwriters shall be obligated, severally and not jointly,
      to purchase the full amount thereof in the proportions that their
      respective underwriting obligations hereunder bear to the underwriting
      obligations of all non-defaulting Underwriters; or

            (ii) if the number of Defaulted Securities exceeds 10% of the number
      of Securities to be purchased on such date, this Agreement or, with
      respect to any Date of Delivery which occurs after the Closing Time, the
      obligation of the Underwriters to purchase and of the Company to sell the
      Option Securities to be purchased and sold on such Date of Delivery shall
      terminate without liability on the part of any non-defaulting Underwriter.

      No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

      In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the


                                       25
<PAGE>
relevant Option Securities, as the case may be, either (i) the Representatives
or (ii) the Company and the Selling Shareholder shall have the right to postpone
Closing Time or the relevant Date of Delivery, as the case may be, for a period
not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or arrangements.
As used herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 10.

      SECTION 11. Default by the Selling Shareholder or the Company.

      (a) If the Selling Shareholder shall fail at Closing Time or at a Date of
Delivery to sell and deliver the number of Securities which the Selling
Shareholder is obligated to sell hereunder, then the Underwriters may, at the
option of the Representatives, by notice from the Representatives to the
Company, 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 (b) elect to purchase the
Securities which the Company has agreed to sell hereunder. No action taken
pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting
from liability, if any, in respect of such default.

      In the event of a default by the Selling Shareholder as referred to in
this Section 11, each of the Representatives and the Company shall have the
right to postpone Closing Time or Date of Delivery 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.

      (b) If the Company shall fail at Closing Time or at the Date of Delivery
to sell the number of Securities that it is obligated to sell hereunder, then
this Agreement shall terminate without any liability on the part of any
nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6,
7 and 8 shall remain in full force and effect. No action taken pursuant to this
Section shall relieve the Company from liability, if any, in respect of such
default.

      SECTION 12. 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
Underwriters shall be directed to the Representatives at 10900 Wilshire
Boulevard, Suite 900, Los Angeles, California 90024, attention of Scott Lemone;
notices to the Company shall be directed to it at 645 E. Missouri Ave. Suite
400, Phoenix, AZ 85012, attention of Chief Financial Officer; and notices to the
Selling Shareholder shall be directed to the address set forth below the Selling
Shareholder's name on Schedule B hereto.

      SECTION 13. Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriters, the Company and the Selling Shareholder 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 Underwriters, the Company and the Selling Shareholder 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 sole and


                                       26
<PAGE>
exclusive benefit of the Underwriters, the Company and the Selling Shareholder
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 any
Underwriter shall be deemed to be a successor by reason merely of such purchase.

      SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. UNLESS
OTHERWISE INDICATED, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

      SECTION 15. 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]



                                       27
<PAGE>
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
Shareholder a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the Underwriters, the
Company and the Selling Shareholder in accordance with its terms.

                                          Very truly yours,



                                          CSK AUTO CORPORATION

                                          By /s/ Martin Fraser
                                             ---------------------------------
                                          Name: Martin Fraser
                                          Title:President and Chief Operating
                                          Officer



                                          GLENELLEN INVESTMENT CO.

                                          By /s/ Robert Smith
                                             ---------------------------------
                                             Robert Smith, as Attorney-in-Fact



CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
UBS WARBURG LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.


By:   MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

By:    /s/ Perry Hall
       -----------------------------
       Name:  Perry Hall
       Title: Vice President

       Authorized Signatory


For itself and as Representative of the other Underwriters named in Schedule A
hereto.
<PAGE>
                                   SCHEDULE A
<TABLE>
<CAPTION>
                                                                   Number of
                                                                    Initial
    Name of Underwriter                                           Securities
    -------------------                                           ----------
<S>                                                              <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........       2,614,000
UBS Warburg LLC.............................................       2,614,000
Credit Suisse First Boston Corporation......................       1,307,000
Goldman, Sachs and Co. .....................................       1,307,000
Advest, Inc. ...............................................         400,000
                                                                   ---------



Total.......................................................      8,242,000
</TABLE>



                                      A-1
<PAGE>
                                   SCHEDULE B

<TABLE>
<CAPTION>
                                 Number of Initial    Maximum Number of Option
                               Securities to be Sold   Securities to Be Sold
                               ---------------------   ---------------------
<S>                            <C>                    <C>
CSK Auto Corporation                5,642,000                  1,236,300

Glenellen Investment Co.
c/o Skadden, Arps, Slate,
Meagher & Flom
333 West Wacker Drive
Chicago, Illinois 60606             2,600,000                         --
      Total...............          8,242,000                  1,236,300
</TABLE>


                                      B-1
<PAGE>
                                   SCHEDULE C

                              CSK AUTO CORPORATION
                        8,242,000 Shares of Common Stock
                           (Par Value $.01 Per Share)


      1. The initial public offering price per share for the Securities,
determined as provided in said Section 2, shall be $12.

      2. The purchase price per share for the Securities to be paid by the
several Underwriters shall be $11.43, being an amount equal to the initial
public offering price set forth above less $.57 per share; provided that the
purchase price per share for any Option Securities purchased upon the exercise
of the over-allotment option described in Section 2(b) shall be reduced by an
amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.



                                      C-1
<PAGE>
                                   SCHEDULE D

                              List of Subsidiaries

CSK Auto, Inc.

Automotive Information Systems, Inc.

CSKAUTO.COM, Inc.


                                      D-1
<PAGE>
                                   SCHEDULE E

                 List of persons and entities subject to lock-up

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
J.P. Morgan (Suisse) S.A., as successor to Chase Bank (C.I.) Nominees 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
Chiltern Trustees Limited, in its capacity as trustee of The Carmel Trust
Glenellen Investment Co.
Transatlantic Investments, LLC
The JAB Trust
Lehman Brothers Holdings Inc.
Maynard Jenkins
Martin Fraser
Dale Ward
Larry Buresh
Lon Novatt
Hal Smith
Don Watson
Larry Ellis
James G. Bazlen
James O. Egan
Morton Godlas
Terilyn Henderson
Charles Marquis
Simon Moore
Frederick Johnson Rowan II
Robert Smith
Christopher J. Stadler
Jules Trump
Eddie Trump
Savio W. Tung


                                      E-1
<PAGE>
                                   SCHEDULE F

                   List of Agreements with Registration Rights

      1) Stockholders' Agreement dated as of October 30, 1996, as thereafter
amended and supplemented, by and between the Investcorp Group (as defined
therein), the Carmel Group (as defined therein), the Company and other named
stockholders.

      2) Amended and Restated Registration Rights Agreement dated as of May 16,
2002, by and between CSK Auto Corporation and LBI Group Inc. and Investcorp CSK
Holdings L.P. (relating to $50MM 7% convertible debentures).

      3) Registration Rights Agreement dated August 14, 2001, by and between CSK
Auto Corporation and Oppenheimer Capital Investment Fund (relating to $30MM 7%
convertible note).

      4) Registration Rights Agreement dated December 21, 2001, by and between
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., UBS Warburg
LLC and CSK Auto Inc., as issuer, and the Guarantors identified therein
(relating to 12% Senior Notes).


                                      F-1