EX-10.2






Exhibit 10.2



CSK AUTO, INC.




4.625% Senior Exchangeable Notes due 2025




REGISTRATION RIGHTS AGREEMENT




December 19, 2005




J.P. Morgan Securities Inc.


277 Park Avenue


New York, New York 10172



Ladies and Gentlemen:



CSK Auto, Inc., an Arizona corporation (the “Company”), proposes to issue and sell (such
issuance and sale, the “Initial Placement”) to the Initial Purchasers (as defined below), upon the
terms set forth in a purchase agreement, dated December 14, 2005 (the “Purchase Agreement”),
$85,000,000 aggregate original principal amount of its 4.625%Senior Exchangeable Notes due 2025
(the “Firm Securities”), which will be guaranteed (the “Guarantees”) on a senior basis by CSK Auto
Corporation, a Delaware corporation and the parent of the Company (“CSK Corp.”) and the Company’s
domestic subsidiaries as such may be constituted from time to time (the “Subsidiary Guarantors”).
In addition, the Company has granted to the Initial Purchasers an over-allotment option to purchase
up to an additional $15,000,000 aggregate original principal amount of the Company’s 4.625% Senior
Exchangeable Notes due 2025 (the “Additional Securities” and, collectively with the Firm
Securities, the “Securities”). The Securities will be exchangeable into cash or a combination of
cash and shares of Common Stock (as defined below) pursuant to the terms of the Indenture. As an
inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your
obligations thereunder, the Company, CSK Corp. and the Subsidiary Guarantors agree with you, (i)
for your benefit and (ii) for the benefit of the Holders (as defined below) from time to time of
the Securities, the Guarantees and the shares of Common Stock issuable upon exchange of the
Securities, as follows:



1. Definitions. Capitalized terms used herein without definition shall have the
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
capitalized terms shall have the following meanings:



“Additional Interest” has the meaning set forth in Section 2(e) hereof.



“Additional Interest Payment Date” means each December 15 and June 15.



“Affiliate” of any specified person means any other person directly or indirectly controlling
or controlled by or under common control with such specified person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such person whether through the ownership of voting securities or by agreement or
otherwise.



“Business Day” has the meaning set forth in the Indenture.



“Closing Date” means December 19, 2005.



“Common Stock” means the common stock, par value $0.01 per share, of CSK Corp., as it exists
on the date of this Agreement and any other shares of capital stock or other securities of CSK
Corp. into which such Common Stock may be reclassified or changed, together with any and all other
securities which may from time to time be issuable upon exchange of Securities.



“Company” has the meaning set forth in the preamble hereto.



“DTC” has the meaning set forth in the Indenture.



“Election and Questionnaire” means a Selling Securityholder Election and Questionnaire
substantially in the form of Annex A to the Offering Memorandum.



“Election Holder” shall mean, on any date, any Holder of Transfer Restricted Securities that
has delivered a completed and signed Election and Questionnaire to the Company and CSK Corp. on or
prior to such date.



“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



“Holder” means a person who is a registered holder or beneficial owner of any Transfer
Restricted Securities (including the Initial Purchasers).



“Holder Information” with respect to any Holder means information with respect to such Holder
required to be included in any Shelf Registration Statement or the related Prospectus pursuant to
the Securities Act and which information is included therein in reliance upon and in conformity
with information furnished to the Company and CSK Corp. in writing by such Holder for inclusion
therein.



“Indenture” means the Indenture relating to the Securities, dated December 19, 2005, among the
Company, CSK Corp., the Subsidiary Guarantors named therein and The Bank of New York Trust Company,
N.A., as trustee, as the same may be amended from time to time in accordance with the terms
thereof.



“Initial Placement” has the meaning set forth in the preamble hereto.



“Initial Purchasers” means J.P. Morgan Securities Inc.



“Majority Holders” means the Holders of a majority of the then outstanding aggregate principal
amount of Securities being registered under a Shelf Registration Statement; provided that Holders
of shares of Common Stock issued upon exchange of Securities shall be deemed to be Holders of the
aggregate principal amount of Securities exchanged into such Common Stock in accordance with the
Indenture; and provided further, that Securities or shares of Common Stock which have been sold or
otherwise transferred pursuant to the Shelf Registration Statement shall not be included in the
calculation of Majority Holders.



“NASD” has the meaning set forth in Section 3(i) hereof.



“NASD Rules” means the rules and regulation promulgated by the NASD.



“Offering Memorandum” means the Final Memorandum as defined in the Purchase Agreement.



“Person” has the meaning set forth in the Indenture.



“Prospectus” means the prospectus included in any Shelf Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or shares of Common Stock issuable upon exchange
thereof covered by such Shelf Registration Statement, including all documents incorporated or
deemed to be incorporated by reference in such prospectus.



“Purchase Agreement” has the meaning set forth in the preamble hereto.



“Record Holder” means each person who is registered on the books of the registrar as the
holder of Securities at 5:00 p.m., New York City time, on the December 1 and June 1 immediately
preceding the relevant Additional Interest Payment Date.



“Registration Default” has the meaning set forth in Section 2(e) hereof.



“Rule 144” means Rule 144 under the Securities Act (or any similar provision then in force).



“Rule 144A” means Rule 144A under the Securities Act (or any successor provision promulgated
by the SEC).



“Rule 144(k)” means Rule 144(k) under the Securities Act (or any successor provision
promulgated by the SEC).



“Rule 415” means Rule 415 under the Securities Act (or any successor provision promulgated by
the SEC).



“SEC” means the Securities and Exchange Commission.



“Securities” has the meaning set forth in the preamble hereto.



“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.



“Seller Post-Effective Amendment” has the meaning set forth in Section 2(b)(ii) hereof.



“Shelf Registration” means a registration effected pursuant to Section 2 hereof.



“Shelf Registration Period” has the meaning set forth in Section 2(c) hereof.



“Shelf Registration Statement” means any “shelf” registration statement of the Company, CSK
Corp. and the Subsidiary Guarantors filed pursuant to the provisions of Section 2 hereof which
covers the Transfer Restricted Securities on Form S-3 or on another appropriate form (as determined
by the Company) for an offering to be made on a delayed or continuous basis pursuant to Rule 415
and all amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all
documents incorporated or deemed to be incorporated by reference therein.



“Subsidiary Guarantors” has the meaning set forth in the preamble.



“Suspension Period” has the meaning set forth in Section 2(d) hereof.



“Transfer Restricted Securities” means each Security and each share of Common Stock issuable
upon exchange thereof until the earliest of the date on which such Security or share of Common
Stock, as the case may be, (i) has been transferred pursuant to a Shelf Registration Statement or
another registration statement covering such Security or share of Common Stock which has been filed
with the SEC pursuant to the Securities Act, in either case after such registration statement has
become effective and while such registration statement is effective under the Securities Act, (ii)
has been transferred pursuant to Rule 144 under circumstances in which any legend borne by such
Securities or shares of Common Stock relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed, (iii) may be sold or transferred pursuant to Rule 144(k)
were it not held by an Affiliate of the Company or (iv) the date on which such Security or Common
Stock ceases to be outstanding.



“Trustee” means the trustee with respect to the Securities under the Indenture.



All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” or “stated” in the Shelf Registration Statement, any preliminary
Prospectus or Prospectus (and all other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information incorporated or deemed to
be incorporated by reference in such Shelf Registration Statement, preliminary Prospectus or
Prospectus, as the case may be; and all references in this Agreement to amendments or supplements
to the Shelf Registration Statement, any preliminary Prospectus or Prospectus shall be deemed to
mean and include any document filed with the SEC under the Exchange Act, after the date of such
Shelf Registration Statement, preliminary Prospectus or Prospectus, as the case may be, which is
incorporated or deemed to be incorporated by reference therein (which shall not include, unless
incorporated therein, documents and information furnished and not filed under applicable SEC
rules).



2. Shelf Registration Statement.



(a) The Company, CSK Corp. and the Subsidiary Guarantors shall, at the Company’s expense,
prepare and file with the SEC within 90 calendar days following the Closing Date a Shelf
Registration Statement with respect to resales of the Transfer Restricted Securities by each Holder
that is an Election Holder from time to time on a delayed or continuous basis pursuant to Rule 415
and in accordance with the methods of distribution elected by such Election Holders in an Election
and Questionnaire and thereafter shall use its reasonable best efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act within 180 calendar days
after the Closing Date; provided that if any Additional Securities are issued and the date on which
such Additional Securities are issued occurs after the Closing Date, the Company, CSK Corp. and the
Subsidiary Guarantors will take such steps, prior to the effective date of the Shelf Registration
Statement, to ensure that such Additional Securities and the shares of Common Stock issuable upon
exchange thereof are included in the Shelf Registration Statement on the same terms as the
Securities issued on the Closing Date. The Company, CSK Corp. and the Subsidiary Guarantors shall
supplement or amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company and CSK Corp. for the Shelf
Registration Statement, or by the Securities Act, the Exchange Act or the SEC.



(b) (i) The Company, CSK Corp. and the Subsidiary Guarantors shall take action to name each
Holder that is an Election Holder as of the date that is ten Business Days prior to the
effectiveness of the Shelf Registration Statement as a selling securityholder in the Shelf
Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver
the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer
Restricted Securities in accordance with applicable law. The Company, CSK Corp. and the Subsidiary
Guarantors shall be under no obligation to name any Holder that is not an Election Holder as a
selling securityholder in the Shelf Registration Statement.




(ii) (A) After the Shelf Registration Statement has become effective, the Company
shall, upon the request of any Holder of Transfer Restricted Securities, promptly send an
Election and Questionnaire to such Holder and the Company, CSK Corp. and the Subsidiary
Guarantors shall, as promptly as is practicable after the date a completed and signed
Election and Questionnaire is delivered to the Company, and in any event (subject to clause
(B) below) within 15 Business Days (excluding any days within a Suspension Period) after
such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if a
post-effective amendment to the Shelf Registration Statement is required by applicable law
in order to cause a Holder to be named as a selling securityholder in the Shelf Registration
Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller
Post-Effective Amendment”) and (y) any other document required by applicable law, so that
the Holder delivering such Election and Questionnaire is named as a selling securityholder
in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers
of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the
Company, CSK Corp. and the Subsidiary Guarantors file a Seller Post-Effective Amendment,
they shall use their reasonable best efforts to cause such post-effective amendment to
become effective under the Securities Act as promptly as is practicable and in any event
within 90 days (excluding any days within a Suspension Period) of such filing.




(B) Notwithstanding Section 3(p) below or the 15 Business-Day requirement of
clause (A) above, none of the Company, CSK Corp. or any of the Subsidiary Guarantors
shall be required to file more than one Seller Post-Effective Amendment in any
fiscal quarter, provided that this clause (B) shall not relieve the Company, CSK
Corp. and the Subsidiary Guarantors of any obligations under clause (A) unless a
Seller Post-Effective Amendment is required, as determined by the Company’s and CSK
Corp.’s outside counsel, by applicable law in order to cause a Holder to be named as
a selling securityholder in the Shelf Registration Statement.



(c) The Company, CSK Corp. and the Subsidiary Guarantors shall use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended
under the Securities Act in order to permit the Prospectus forming a part thereof to be usable,
subject to Sections 2(b)(ii) and 2(d), by all Election Holders until all Transfer Restricted
Securities (A) have been transferred pursuant to a Shelf Registration Statement or another
registration statement covering such Security or share of Common Stock which has been filed with
the SEC pursuant to the Securities Act, in either case after such registration statement has become
effective and while such registration statement is effective under the Securities Act, (B) have
been transferred pursuant to Rule 144 under circumstances in which any legend borne by such
Securities or shares of Common Stock relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed, (C) may be sold or transferred pursuant to Rule 144(k)
were it not held by an Affiliate of the Company or (D) have ceased to be outstanding (in any such
case, such period being called the “Shelf Registration Period”). The Company, CSK Corp. and the
Subsidiary Guarantors will, (x) subject to Sections 2(b)(ii) and 2(d), use their reasonable best
efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration Statement continuously
effective for the Shelf Registration Period, (y) subject to Sections 2(b)(ii) and 2(d), cause the
related Prospectus to be supplemented by any required supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and
(z) comply in all material respects with the provisions of the Securities Act with respect to the
Shelf Registration Statement during the Shelf Registration Period.



(d) The Company, CSK Corp. and the Subsidiary Guarantors may suspend the availability of any
Shelf Registration Statement and the use of any Prospectus (the period during which the
availability of any Shelf Registration Statement and any Prospectus may be suspended herein
referred to as the “Suspension Period”), without incurring any obligation to pay Additional
Interest pursuant to Section 2(e), for a period not to exceed 90 calendar days in the aggregate
during any 360 calendar-day period for valid business reasons, to be determined by the Company and
CSK Corp. in their sole judgment (which shall not include the avoidance of the Company’s or CSK
Corp.’s obligations hereunder), including, without limitation, the acquisition or divestiture of
assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC
and similar events; provided that the Company, CSK Corp. and the Subsidiary Guarantors promptly
thereafter comply with the requirements of Section 3(j) hereof, if applicable, and provided further
that, if a Seller Post-Effective Amendment is required by applicable law in order to cause a Holder
to be named as a selling securityholder in the Shelf Registration Statement, the period of time
between the filing and effectiveness of any Seller Post-Effective Amendment shall not be deemed to
be a Suspension Period hereunder.



(e) The Company, CSK Corp. and the Initial Purchasers agree that the Holders of Transferred
Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of
such damages with precision, if the Company or CSK Corp. fails to fulfill its obligations under
Section 2 hereof. Accordingly, if (i) the Shelf Registration Statement is not filed with the SEC
within 90 calendar days after the Closing Date, (ii) the Shelf Registration Statement has not been
declared effective by the SEC within 180 calendar days after the Closing Date, (iii) the Shelf
Registration Statement is filed and declared effective but shall thereafter cease to be effective
(without being succeeded immediately by a replacement Shelf Registration Statement filed and
declared effective) or usable (including as a result of a Suspension Period and excluding as a
result of a Seller Post-Effective Amendment that is required by applicable law in order to cause an
Election Holder to be named as a selling sedurityholder therein) for the offer and sale of Transfer
Restricted Securities for a period of time (including any Suspension Period and excluding, if a
Seller Post-Effective Amendment is required by applicable law in order to cause an Election Holder
to be named as a selling securityholder in the Shelf Registration Statement, the period of time
between the filing and effectiveness of any Seller Post-Effective Amendment) which exceeds 90
calendar days in the aggregate in any 360 calendar-day period or (iv) the Company and CSK Corp.
fail to perform their obligations set forth in Section 2(b)(ii) within the time periods required
therein (each such event referred to in clauses (i) through (iv), a “Registration Default”), the
Company shall pay to each Holder of Transfer Restricted Securities (who is also a Record Holder)
during any period in which a Registration Default has occurred or is continuing an amount (the
“Additional Interest”) equal to (i) one-quarter of one percent (25 basis points) per year of the
outstanding principal amount of Securities constituting Transfer Restricted Securities for the
period up to and including the 90th calendar day during which a Registration Default has
occurred and is continuing and (ii) one-half of one percent (50 basis points) per year of the
outstanding principal amount of Securities constituting Transfer Restricted Securities for the
period including and subsequent to the 91st calendar day during which a Registration Default has
occurred and is continuing, it being understood that all calculations pursuant to this sentence
shall be carried out to five decimal places. Following the cure of all Registration Defaults,
Additional Interest will cease to accrue with respect to such Registration Defaults. All accrued
Additional Interest shall be paid by the Company on each Additional Interest Payment Date in cash
and Additional Interest will be calculated on the basis of a 360 calendar-day year consisting of
twelve 30 calendar-day months. The parties hereto agree that the Additional Interest provided for
in this Section 2(e) constitutes a reasonable estimate of the damages that may be incurred by
Election Holders by reason of a Registration Default and that such Additional Interest is the only
monetary damage available to Election Holders in the event of a Registration Default.
Notwithstanding any provision herein to the contrary, Additional Interest shall not be payable to
any Holder of shares of Common Stock issued upon exchange of the Securities, or in respect of cash
paid in lieu of Common Stock upon exchange of the Securities.



(f) All of the Company’s, CSK’s and the Subsidiary Guarantors’ obligations (including, without
limitation, the Company’s obligation to pay Additional Interest) set forth in the preceding
paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive until such time as all
such obligations with respect to such security shall have been satisfied in full. Notwithstanding
the foregoing, no Additional Interest shall accrue as to any Transfer Restricted Security from and
after the date such security is no longer a Transfer Restricted Security.



(g) Immediately upon the occurrence or the cure of a Registration Default, the Company shall
give the Trustee, so long as the Securities remain outstanding, notice of such commencement or
termination of the obligation to pay Additional Interest with regard to the Securities, the amount
or applicable percentage thereof and the nature of the Registration Default giving rise to such
commencement or the event giving rise to such termination, as the case may be (such notice to be
contained in an Officer’s Certificate (as such term is defined in the Indenture)), and, prior to
receipt of such Officer’s Certificate, the Trustee shall be entitled to assume that no such
commencement or termination has occurred, as the case may be.



3. Registration Procedures. In connection with any Shelf Registration Statement, the
following provisions shall apply:



(a) The Company, CSK Corp. and the Subsidiary Guarantors shall (i) furnish to the Initial
Purchasers, within a reasonable period of time, but in any event within three Business Days, prior
to the filing thereof with the SEC, to afford the Initial Purchasers and their counsel a reasonable
opportunity for review, a copy of each Shelf Registration Statement, and each amendment thereof,
and a copy of each Prospectus, and each amendment or supplement thereto (excluding amendments
caused by the filing of a report under the Exchange Act), and shall reflect in each such document,
when so filed with the SEC, such comments as the Initial Purchasers may reasonably propose, except
to the extent the Company, CSK Corp. and the Subsidiary Guarantors reasonably determine, on the
advice of counsel, it to be inadvisable or inappropriate to reflect such comments therein, and (ii)
include information regarding the Election Holders and the methods of distribution they have
elected for their Transfer Restricted Securities provided to the Company in Election and
Questionnaires as necessary to permit such distribution by the methods specified therein. Each
Election Holder who sells, transfers or disposes of Transfer Restricted Securities pursuant to the
Shelf Registration Statement shall, as a condition to the obligations of the Company, CSK Corp. and
the Subsidiary Guarantors hereunder, do so only in accordance with the terms of this Agreement, the
methods of distribution elected by such Election Holder, the Securities Act and the Exchange Act.



(b) Subject to Sections 2(b)(ii) and 2(d), the Company, CSK Corp. and the Subsidiary
Guarantors shall ensure that (i) any Shelf Registration Statement and any amendment thereto and any
Prospectus forming a part thereof and any amendment or supplement thereto comply in all material
respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf
Registration Statement and any amendment thereto does not, when it becomes effective, 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 and (iii) any Prospectus forming a part
of any Shelf Registration Statement, and any amendment or supplement to such Prospectus, does not
include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not
misleading; provided that the Company, CSK Corp. and the Subsidiary Guarantors make no
representation with respect to any Holder Information.



(c) The Company as promptly as reasonably practicable (but in any event within two Business
Days), shall notify the Initial Purchasers and each Election Holder and, if requested by you or any
such Election Holder, confirm such notice in writing:




(i) when a Shelf Registration Statement or any post-effective amendment thereto or any
Prospectus or any amendment or supplement thereto has been filed with the SEC and when the
Shelf Registration Statement or any post-effective amendment thereto has become effective,
which notice and confirmation may be made at the election of the Company and CSK Corp. by
making a public announcement thereof by a press release made through Reuters Economic
Services or Bloomberg Business News;




(ii) of any request, following effectiveness of the Shelf Registration Statement under
the Securities Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to the Shelf Registration Statement or the Prospectus or for
additional information (other than any such request relating to a review of the Company’s or
CSK Corp.’s Exchange Act filings);




(iii) of the issuance by the SEC or any other federal or state governmental authority
of any stop order suspending the effectiveness of the Shelf Registration Statement or of any
order preventing or suspending the use of any Prospectus or the initiation or threat of any
proceedings for that purpose;




(iv) of the receipt by the Company or CSK Corp. of any notification with respect to the
suspension of the qualification or exemption from qualification of the Transfer Restricted
Securities included in any Shelf Registration Statement for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose;




(v) of the occurrence of any event or the existence of any condition or any information
becoming known that requires the making of any changes in the Shelf Registration Statement
or the Prospectus or any document incorporated by reference therein so that, as of such
date, the statements therein are not misleading and the Shelf Registration Statement or the
Prospectus or any document incorporated by reference therein, as the case may be, does not
include 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 (in the case of the
Prospectus, in light of the circumstances under which they were made) not misleading;




(vi) of the Company’s and CSK Corp.’s determination that a post-effective amendment to
the Shelf Registration Statement is necessary; and




(vii) of the commencement (including as a result of any of the events or circumstances
described in paragraphs (ii) through (vi) above) and termination of any Suspension Period;
provided that the Company’s or CSK Corp.’s actions pursuant to Section 3(c)(vi) shall not
constitute a Suspension Period if taken pursuant to Section 2(b)(ii).



(d) The Company, CSK Corp. and the Subsidiary Guarantors shall use their reasonable best
efforts to obtain (i) the withdrawal of any order suspending the effectiveness of any Shelf
Registration Statement and the use of any related Prospectus and (ii) the lifting of any suspension
of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities
for offer or sale in any jurisdiction in which they have been qualified for sale, in each case at
the earliest possible time, and shall provide notice to each Election Holder and the Initial
Purchasers of the withdrawal of any such orders or suspensions.



(e) The Company shall promptly furnish to the Initial Purchasers and each Election Holder who
so requests to the Company, without charge, at least one copy of any Shelf Registration Statement
and any post-effective amendment thereto, excluding all documents incorporated or deemed to be
incorporated therein by reference and all exhibits thereto (unless requested by such Election
Holder).



(f) The Company shall, during the Shelf Registration Period, promptly deliver to the Initial
Purchasers, each Election Holder and any broker-dealers acting on their behalf, without charge, as
many copies of the Prospectus (including each preliminary Prospectus) included in any Shelf
Registration Statement, and any amendment or supplement thereto, as such person may reasonably
request, except as provided in Sections 2(d) and 3(r) hereof; and the Company, CSK Corp. and the
Subsidiary Guarantors hereby consent (except during a Suspension Period and, with respect to an
Election Holder named in the Seller Post-Effective Amendment, during the period of time between the
filing and effectiveness of a Seller Post-Effective Amendment filed pursuant to Section 2(b)(ii))
to the use of the Prospectus and any amendment or supplement thereto by each of the selling
Election Holders in connection with the offering and sale of the Transfer Restricted Securities
covered by the Prospectus or any amendment or supplement thereto in the manner set forth therein.



(g) Prior to any offering of Transfer Restricted Securities pursuant to any Shelf Registration
Statement, the Company, CSK Corp. and the Subsidiary Guarantors shall register or qualify or
cooperate with the Election Holders and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of such
Transfer Restricted Securities for offer and sale, under the securities or blue sky laws of such
jurisdictions within the United States as any such Election Holders reasonably request in writing
and shall maintain such qualification in effect so long as required during the Shelf Registration
Period and do any and all other acts or things reasonably necessary or advisable to enable the
offer and sale in such jurisdictions of the Transfer Restricted Securities covered by such Shelf
Registration Statement; provided, however, that the Company, CSK Corp. and the Subsidiary
Guarantors will not be required to (A) qualify generally to do business as a foreign corporation or
as a dealer in securities in any jurisdiction where it is not then so qualified or to (B) take any
action which would subject them to service of process or taxation in any such jurisdiction where
they are not then so subject.



(h) The Company, CSK Corp. and the Subsidiary Guarantors shall cooperate with the Election
Holders to facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities (to the extent certificates for the Securities or the Common Stock issued
upon exchange of Securities are issuable under the Indenture) sold pursuant to any Shelf
Registration Statement free of any restrictive legends and, with respect of any Securities, in such
denominations permitted by the Indenture and registered in such names as such Election Holders may
request at least one Business Day prior to settlement of sales of Transfer Restricted Securities
pursuant to such Shelf Registration Statement.



(i) Subject to the exceptions contained in (A) and (B) of Section 3(g) above, the Company, CSK
Corp. and the Subsidiary Guarantors shall use their reasonable best efforts to cause the Transfer
Restricted Securities covered by the applicable Shelf Registration Statement to be registered with
or approved by such other federal, state and local governmental agencies or authorities, and
self-regulatory organizations in the United States as may be necessary to enable the Election
Holders to consummate the disposition of such Transfer Restricted Securities as contemplated by the
Shelf Registration Statement; without limitation to the foregoing, the Company and CSK Corp. shall
provide all such information as may be required by the National Association of Securities Dealers,
Inc. (the “NASD”) in connection with the offering under the Shelf Registration Statement of the
Transfer Restricted Securities (including, without limitation, such as may be required by NASD Rule
2710 or 2720), and shall cooperate with each Holder in connection with any filings required to be
made with the NASD by such Holder in that regard.



(j) Upon the occurrence of any event described in Section 3(c)(v) or 3(c)(vi) hereof, the
Company, CSK Corp. and the Subsidiary Guarantors shall promptly prepare and file with the SEC a
post-effective amendment to any Shelf Registration Statement, or an amendment or supplement to the
related Prospectus, or any document incorporated therein by reference, or file a document which is
incorporated or deemed to be incorporated by reference in such Shelf Registration Statement or
Prospectus, as the case may be, so that, as thereafter delivered to purchasers of the Transfer
Restricted Securities included therein, the Shelf Registration Statement and the Prospectus, in
each case as then amended or supplemented, will not include an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the Prospectus, in light of the circumstances under which they
were made) not misleading and, in the case of a post-effective amendment, use its reasonable best
efforts to cause it to become effective as promptly as practicable; provided that the Company’s,
CSK Corp.’s and the Subsidiary Guarantors’ obligations under this paragraph (j) shall be suspended
if the Company or CSK Corp. has suspended the use of the Prospectus in accordance with Section 2(d)
hereof and given notice of such suspension to Election Holders, it being understood that the
Company’s, CSK Corp.’s and the Subsidiary Guarantors’ obligations under this Section 3(j) shall be
automatically reinstated at the end of such Suspension Period.



(k) The Company shall provide, prior to the effective date of any Shelf Registration Statement
hereunder (i) a CUSIP number for the Securities registered under such Shelf Registration Statement
that cease to be Transfer Restricted Securities and (ii) global certificates for such Securities to
the Trustee, in a form eligible for deposit with DTC.



(l) The Company and CSK Corp. shall make generally available to its security holders an
earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated by the SEC thereunder (or any similar rule promulgated under the Securities Act) for a
12-month period commencing on the first day of the first fiscal quarter of the Company and CSK
Corp. commencing after the effective date of any Shelf Registration Statement or each
post-effective amendment to any Shelf Registration Statement, which such statements shall be made
available no later than 45 days after the end of the 12-month period or 90 days after the end of
the 12-month period, if the 12-month period coincides with the fiscal year of the Company and CSK
Corp.



(m) The Company, CSK Corp. and the Subsidiary Guarantors shall cause the Indenture to be
qualified under the TIA (as defined in the Indenture) not later than the effective date of the
first Shelf Registration Statement.



(n) CSK Corp. shall use its reasonable best efforts to cause all shares of Common Stock
issuable upon exchange of the Securities to be approved for listing upon official notice of
issuance on each securities exchange or quotation system on which the Common Stock is then listed
no later than the date the applicable Shelf Registration Statement is declared effective and, in
connection therewith, to make such filings as may be required under the Exchange Act and to have
such filings declared effective as and when required thereunder.



(o) The Company, CSK Corp. and the Subsidiary Guarantors may require each Election Holder of
Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish
to the Company such information regarding the Election Holder and the distribution of such Transfer
Restricted Securities sought by the Election and Questionnaire and such additional information as
may, from time to time, be required by the Securities Act and/or the SEC or any other federal or
state governmental authority, and the obligations of the Company, CSK Corp. and the Subsidiary
Guarantors to any Election Holder under this Agreement shall be expressly conditioned on the
compliance of such Election Holder with such request.



(p) The Company, CSK Corp. and the Subsidiary Guarantors shall, if reasonably requested,
promptly incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration
Statement (i) such information as the Majority Holders provide and (ii) such information as an
Election Holder may provide from time to time to the Company in writing for inclusion in a
Prospectus or any Shelf Registration Statement concerning such Election Holder and the distribution
of such Holder’s Transfer Restricted Securities and, in either case, shall make all required
filings of such Prospectus supplement or post-effective amendment promptly after being notified in
writing of the matters to be incorporated in such Prospectus supplement or post-effective
amendment; provided that the Company, CSK Corp. and the Subsidiary Guarantors shall not be required
to file more than one Seller Post-Effective Amendment in any fiscal quarter or to take any action
under this Section 3(p) that is not, in the reasonable opinion of counsel for the Company, CSK
Corp. and the Subsidiary Guarantors, in compliance with applicable law.



(q) If reasonably requested in writing in connection with any disposition of Transfer
Restricted Securities pursuant to a Shelf Registration Statement, make reasonably available for
inspection during normal business hours by a representative for the Election Holders of such
Transfer Restricted Securities and any broker-dealers, attorneys and accountants retained by such
Election Holders, all relevant financial and other records, pertinent corporate documents and
properties of CSK Corp. and its subsidiaries (including the Company), and cause the appropriate
executive officers, directors and designated employees of CSK Corp. and its subsidiaries (including
the Company) to make reasonably available for inspection during normal business hours all relevant
information reasonably requested by such representative for the Election Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition, in each case as is
customary for similar “due diligence” examinations; provided that CSK Corp. and its subsidiaries
shall only be required to permit such inspection (i) in an underwritten offering or (ii) in a
non-underwritten offering if the Election Holder of such Transfer Restricted Securities is advised
by counsel that it may have “underwriters’ liability” under the Securities Act in connection with
such disposition and such inspection is used solely for the purposes of establishing a defense to
liability under the securities laws; provided, however, that any information that is designated by
the Company and CSK Corp., in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such persons, unless disclosure thereof is made in
connection with a court, administrative or regulatory proceeding or required by law, or such
information has become available to the public generally through the Company, CSK Corp. or through
a third party without an accompanying obligation of confidentiality, and the Company may, at its
option, require all such Election Holders and representatives to sign a standard confidentiality
agreement prior to permitting access to such information.



(r) Each Election Holder agrees that, upon receipt of notice of the happening of an event
described in Sections 3(c)(ii) through and including 3(c)(vii), such Election Holder shall
forthwith discontinue (and shall cause its agents and representatives to discontinue) disposition
of Transfer Restricted Securities and will not resume disposition of Transfer Restricted Securities
until such Election Holder has received copies of an amended or supplemented Prospectus
contemplated by Section 3(j) hereof, or until such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed or that the relevant Suspension Period has been
terminated, as the case may be, provided that the foregoing shall not prevent the sale, transfer or
other disposition of Transfer Restricted Securities by an Election Holder in a transaction which is
exempt from, or not subject to, the registration requirements of the Securities Act, so long as
such Election Holder does not and is not required to deliver the applicable Prospectus or Shelf
Registration Statement in connection with such sale, transfer or other disposition, as the case may
be; and provided, further, that the provisions of this Section 3(r) shall not prevent the
occurrence of a Registration Default or otherwise limit the obligation of the Company to pay
Additional Interest.



(s) Each Election Holder shall promptly notify the Company of any inaccuracies or changes in
the information provided in such Election Holder’s Election and Questionnaire that may occur
subsequent to the date thereof at any time while the Shelf Registration Statement remains
effective. Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement or
otherwise, each Election Holder hereby agrees to deliver to the Company, CSK Corp. and the Trustee
a duly completed and executed Notice of Transfer in substantially the form set forth in Exhibit A
to the Offering Memorandum.



4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of the obligations of the Company, CSK Corp. and the Subsidiary
Guarantors under Sections 2 and 3 hereof. Such fees and expenses shall include, without
limitation: (i) all registration and filing fees and expenses (including filings made with the
NASD); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing of Prospectuses and
certificates for the Common Stock to be issued upon exchange of the Securities) and the Company’s,
CSK Corp.’s and the Subsidiary Guarantors’ expenses for messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel to the Company, CSK Corp. and the Subsidiary
Guarantors and, in the case of the Shelf Registration Statement, and any amendment and supplement
thereto, the fees and disbursements (not exceeding $15,000 in the aggregate) of the counsel for the
Initial Purchasers and the Holders (which counsel shall initially be Simpson Thacher & Bartlett LLP
until such time as the Majority Holders shall have elected a different counsel); (v) all
application and filing fees in connection with listing (or authorizing for quotation) the Common
Stock on a national securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public accountants of the
Company, CSK Corp. and the Subsidiary Guarantors. The Company, CSK Corp. and the Subsidiary
Guarantors shall bear their internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and other auditor fees and expenses and the fees and expenses of any
Person, including special experts, retained by the Company, CSK Corp. and the Subsidiary
Guarantors. Notwithstanding the provisions of this Section 4, each Holder shall bear the expense
of any broker’s commission, agency fee and underwriter’s discount or commission (including, without
limitation, the expenses related to the engagement of a “qualified independent underwriter”), if
any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant
to a Shelf Registration Statement.



5. Indemnity and Contribution.



(a) Each of the Company, CSK Corp. and the Subsidiary Guarantors agree to indemnify and hold
harmless each Holder of Transfer Restricted Securities named in any Shelf Registration Statement
(including, without limitation, the Initial Purchasers), and each person, if any, who controls any
such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”), from and
against any and all losses, claims, damages and liabilities (including without limitation the
reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding
or any claim asserted) caused by any untrue statement or alleged untrue statement of a material
fact contained in the Shelf Registration Statement, or in any Prospectus, or any amendment thereof
or supplement thereto, or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary, in the case of any Prospectus, in light of the
circumstances under which they were made, to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with
information relating to any Holder furnished to the Company, CSK Corp. or the Subsidiary Guarantors
in writing by such Holder expressly for use therein.



(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
CSK Corp., the Subsidiary Guarantors, the directors and officers of each of the Company, CSK Corp.
and the Subsidiary Guarantors and each person who controls the Company, CSK Corp. or the Subsidiary
Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, to the same extent as the foregoing indemnity from the Company, CSK Corp. and the Subsidiary
Guarantors to the Holders, but only with reference to information relating to such Holder furnished
to the Company and CSK Corp. in writing by such Holder expressly for use in the Shelf Registration
Statement, or in any Prospectus, or any amendment or supplement thereto.



(c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any person in respect of which indemnity may
be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified
Person”) shall promptly notify the person against whom such indemnity may be sought (the
“Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified
Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Person may designate in such proceeding and
shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such
proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.
Any such separate firm for the Holders and such control persons of the Holders shall be designated
in writing by the Initial Purchasers and any such separate firm for the Company, CSK Corp. and the
Subsidiary Guarantors, the directors and officers of each of the Company, CSK Corp. and the
Subsidiary Guarantors and such control persons of the Company, CSK Corp. and the Subsidiary
Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be
liable for any settlement of any pending or threatened proceeding effected without its prior
written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify in accordance with Section 5(a) or 5(b)
above, as the case may be, any Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of
the Indemnified Person, effect any settlement of any pending proceeding in respect of which any
Indemnified Person is a party or of any threatened proceeding in respect of which any Indemnified
Person could have been a party and indemnity could have been sought hereunder by such Indemnified
Person, unless such settlement includes an unconditional release of such Indemnified Person from
all liability on claims that are the subject matter of such proceeding on terms reasonably
satisfactory to such Indemnified Person.



(d) If the indemnification provided for in paragraph (a) or (b) of this Section 5 is
unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company, CSK Corp.
and the Subsidiary Guarantors on the one hand and the Holder on the other hand with respect to the
sale by such Holder of Securities or Common Stock or (ii) if the allocation provided by clause (i)
above 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,
CSK Corp. and the Subsidiary Guarantors on the one hand and of such Holder on the other in
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. Benefits received by the
Company, CSK Corp. and the Subsidiary Guarantors shall be deemed to be equal to the total net
proceeds from the Initial Placement (before deducting expenses). Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and commissions received by
the Initial Purchasers in the Initial Placement, and benefits received by any other Holders shall
be deemed to be equal to the value of having the Securities registered under the Securities Act.
Benefits received by any underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the
Shelf Registration Statement which resulted in such losses, claims, damages or liabilities. The
relative fault of the Company, CSK Corp. and the Subsidiary Guarantors on the one hand and such
Holder on the other shall be determined by reference to, among other things, whether any untrue or
any alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, CSK Corp., the Subsidiary Guarantors
or by such Holder and the parties’ relevant intent, knowledge, information and opportunity to
correct or prevent such statement or omission.



(e) The Company, CSK Corp., the Subsidiary Guarantors and the Holders agree that it would not
be just and equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
of this Section 5. The amount paid or payable by an Indemnified Person as a result of losses,
claims, damages and liabilities referred to in paragraph (d) of this Section 5 shall be deemed to
include, subject to the limitations set forth above, any reasonable legal or other expenses
incurred by such Indemnified Person not otherwise reimbursed in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 5, in no event
shall any Holder be required to contribute any amount in excess of the amount by which the total
amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant
to a Shelf Registration Statement exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any Indemnified Party at law or in equity.



(g) The indemnity and contribution agreements contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Holder or any person controlling any Holder or by or
on behalf of the Company, CSK Corp. and the Subsidiary Guarantors, the officers or directors of
each of the Company, CSK Corp. and the Subsidiary Guarantors or any other person controlling the
Company, CSK Corp. or the Subsidiary Guarantors and (iii) the sale by a Holder of Transfer
Restricted Securities covered by a Shelf Registration Statement.



6. Rules 144 and 144A. Each of the Company and CSK Corp. covenant that they shall
file the reports required to be filed by it under the Securities Act and the Exchange Act in a
timely manner so long as the Transfer Restricted Securities remain outstanding. If at any time
either the Company or CSK Corp. is not required to file such reports, it will, upon request of any
Holder or beneficial owner of Transfer Restricted Securities, make available such information
necessary to permit sales pursuant to Rule 144A. Each of the Company and CSK Corp. further
covenant that, for as long as any Transfer Restricted Securities remain outstanding, it will take
such further action as any Holder of Transfer Restricted Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted Securities,
the Company shall deliver to such Holder a written statement as to whether it has complied with
such requirements. Nothing in this Section 6 shall be deemed to require the Company, CSK Corp. or
the Subsidiary Guarantors to register any of its securities under the Exchange Act.



7. Underwritten Offering.



(a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the underwritten offering will be selected by the Majority Holders
of such Transfer Restricted Securities included in such underwritten offering, subject to the
consent of the Company and CSK Corp. (which shall not be unreasonably withheld or delayed), and
such Holders shall be responsible for all underwriting commissions and discounts in connection
therewith; provided, however, that notwithstanding anything contained in this Agreement to the
contrary, none of the Company, CSK Corp. or the Subsidiary Guarantors shall be under any obligation
to participate in any underwritten offering with respect to the Transfer Restricted Securities and
no underwritten offering shall be effected pursuant to this Agreement without the prior written
consent of the Company and CSK Corp.



(b) No Holder may participate in any underwritten offering hereunder unless such person (i)
agrees to sell such Holder’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.



(c) In the case of the underwritten offering provided by this Section 7, take all actions
reasonably necessary, or reasonably requested by the holders of a majority of the Transfer
Restricted Securities being sold in such underwritten offering, in order to expedite or facilitate
disposition of such Transfer Restricted Securities; provided that none of the Company, CSK Corp. or
the Subsidiary Guarantors shall be required to take any action in connection with the underwritten
offering without its consent.



8. Miscellaneous.



(a) No Inconsistent Agreements. None of the Company, CSK Corp. or the Subsidiary
Guarantors has, as of the date hereof, entered into nor shall it, on or after the date hereof,
enter into, any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof. In addition, none
of the Company, CSK Corp. or the Subsidiary Guarantors shall grant to any of its securityholders
the right to include any of its securities in the Shelf Registration Statement provided for in this
Agreement other than the Transfer Restricted Securities.



(b) Amendments and Waivers. Except as provided in the next paragraph, this Agreement,
including this Section 8(b), may be amended, modified or supplemented, and waivers or consents to
depart from the provisions hereof may be given, only by the written consent of the Company, CSK
Corp. and the Subsidiary Guarantors and the majority of the Holders of the then outstanding
Transfer Restricted Securities; provided that with respect to any matter that directly or
indirectly affects the rights of the Initial Purchasers hereunder, the Company shall obtain the
written consent of the Initial Purchasers against which such amendment, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver
or consent to depart from the provisions hereof with respect to a matter that relates exclusively
to the rights of Holders whose Transfer Restricted Securities are being sold pursuant to a Shelf
Registration Statement and that does not directly or indirectly affect the rights of other Holders
may be given by the Majority Holders. Notwithstanding the foregoing two sentences, (i) this
Agreement may be amended by written agreement signed by the Company, CSK Corp. and the Subsidiary
Guarantors and the Initial Purchasers, without the consent of the Holders of Transfer Restricted
Securities, to cure any ambiguity or to correct or supplement any provision contained herein that
may be defective or inconsistent with any other provision contained herein, or to make such other
provisions in regard to matters or questions arising under this Agreement that shall not adversely
affect the interests of the Holders of Transfer Restricted Securities. Each Holder of Transfer
Restricted Securities outstanding at the time of any such amendment, modification, supplement,
waiver or consent or thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b), whether or not any notice, writing or
marking indicating such amendment, modification, supplement, waiver or consent appears on the
Transfer Restricted Securities or is delivered to such Holder.



To the extent that any Notes remain outstanding, upon a merger or consolidation or sale,
conveyance, transfer or lease of all or substantially all of the properties and assets of the
Company, CSK Corp. or the Subsidiary Guarantors, as the case may be, in which the Person (if other
than the Company, CSK Corp. or the Subsidiary Guarantors, as the case may be) formed by such
consolidation or into which the Company, CSK Corp. or the Subsidiary Guarantors, as the case may
be, is merged or the Person who acquires by sale, conveyance, transfer or lease all or
substantially all of the properties and assets of the Company, CSK Corp. or the Subsidiary
Guarantors, as the case may be, assumes the obligations of the Company, CSK Corp. or the Subsidiary
Guarantors, as the case may be, under the Indenture, the Notes, the Parent Guarantee and the
Subsidiary Guarantee, as applicable, the Company, CSK Corp. or the Subsidiary Guarantors, as the
case may be, shall procure assumption of its obligations under this Agreement by such Person, and
this Agreement may be amended, modified or supplemented without the consent of any Holders to
provide for such assumption of the obligations of the Company, CSK Corp. or the Subsidiary
Guarantors hereunder; provided that such amendment, modification or supplement shall not adversely
affect the interests of the Holders of Transfer Restricted Securities. In addition, in connection
with a Public Acquirer Change of Control (as defined in the Indenture) in which an election has
been made in accordance with the Indenture for the Notes to be exchanged into securities of the
Public Acquirer (as defined in the Indenture), CSK Corp. shall procure the assumption of its
obligations under this Agreement by such Public Acquirer and this Agreement may be amended,
modified or supplemented without the consent of the any Holder to provide such assumption; provided
that such amendment, modification or supplement shall not adversely affect the interests of the
Holders of Transfer Restricted Securities. Without the consent of each Holder of Notes, no
amendment or modification may change the provisions relating to the payment of Additional Interest.



(c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, telecopier, or air courier
guaranteeing overnight delivery:




(i) if to the Initial Purchasers, initially at its address set forth in the Purchase
Agreement;




(ii) if to any other Holder, at the most current address of such Holder maintained by
the Registrar under the Indenture or the registrar of the Common Stock (provided that while
the Securities or the Common Stock are in book-entry form, notice to the Trustee or transfer
and paying agent, as the case may be, shall serve as notice to the Holders), or, in the case
of the Election Holder, the address set forth in its Election and Questionnaire; and




(iii) if to the Company, CSK Corp. or the Subsidiary Guarantors, to:




CSK Auto, Inc.




645 E. Missouri, Suite 400




Phoenix, AZ 85012




Facsimile: (602) 294-7139




Attn: Randi Val Morrison, Vice President, General Counsel and
Secretary




e-mail: rmorris@cskauto.com



With a copy to:




Gibson Dunn & Crutcher LLP




1801 California Street, Suite 4200




Denver, CO 60603




Facsimile: (302) 296-5310




Attn: Richard Russo




e-mail: rrusso@gibsondunn.com



All such notices and communications shall be deemed to have been duly given when received, if
delivered by hand or air courier, and when sent, if sent by first-class mail or telecopier.



The Initial Purchasers or the Company, CSK Corp. and the Subsidiary Guarantors by notice to
the other may designate additional or different addresses for subsequent notices or communications.



(d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including, without the need for an
express assignment or any consent by the Company, CSK Corp. or the Subsidiary Guarantors thereto,
subsequent Holders. The Company, CSK Corp. and the Subsidiary Guarantors hereby agree to extend
the benefits of this Agreement to any Holder and any such Holder may enforce the provisions of this
Agreement as if an original party hereto. In the event that any other person shall succeed to the
Company, CSK Corp. or the Subsidiary Guarantors under the Indenture, then such successor shall
enter into an agreement, in form and substance reasonably satisfactory to the Initial Purchasers,
whereby such successor shall assume all of the Company’s, CSK Corp.’s or the Subsidiary Guarantors’
relative obligations under this Agreement.



(e) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



(f) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



(h) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired or
affected thereby, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.



(i) Securities Held by CSK Corp., etc. Whenever the consent or approval of Holders of
a specified percentage of original principal amount of Securities or the shares of Common Stock
issuable upon exchange thereof is required hereunder, Securities or the shares of Common Stock
issued upon exchange thereof held by CSK Corp. or its Affiliates (other than subsequent Holders of
Securities or the Common Stock issued upon exchange thereof if such subsequent Holders are deemed
to be Affiliates solely by reason of their holdings of such Securities or Common Stock issued upon
exchange thereof) shall not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.



(j) Termination. This Agreement and the obligations of the parties hereunder shall
terminate upon the end of the Shelf Registration Period, except for any liabilities or obligations
under Section 2(e), 4 or 5 to the extent arising prior to the end of the Shelf Registration Period.



1




Please confirm that the foregoing correctly sets forth the agreement among the Company,
CSK Corp., the Subsidiary Guarantors and you.




Very truly yours,




CSK AUTO, INC.




	 	 	 	By:
/s/ James B. Riley     






Name: James B. Riley

Title: Senior Vice President and Chief

Financial Officer




	 	 	 	CSK
AUTO CORPORATION






	 	 	 	By:
/s/ James B. Riley     






Name: James B. Riley

Title: Senior Vice President and Chief

Financial Officer




SUBSIDIARY GUARANTORS:




	 	 	 	CSK
AUTO.COM, INC.






	 	 	 	By:
/s/ James B. Riley     






Name: James B. Riley

Title: Senior Vice President and Chief

Financial Officer








2




	 	 	 	FASTLANE MERGER CORP.






	 	 	 	By:
/s/ James B. Riley     






Name: James B. Riley

Title: Vice President and Treasurer




	 	 	 	FASTLANE MERGER LLC






	 	 	 	By:
CSK Auto, Inc., its Sole Member






	 	 	 	By:
/s/ James B. Riley     






Name: James B. Riley

Title: Senior Vice President and Chief

Financial Officer



3




The foregoing Agreement is hereby confirmed



and accepted as of the date first above written.



J.P. MORGAN SECURITIES INC.



	 	 	 
	By:

	 	/s/ Santosh Sreenivasan      
	
 
	 	 
	
 
	 	Name: Santosh Sreenivasan

Title: Vice President
	 
	 	 







4