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EXHIBIT 10.25.2
THIS AMENDMENT, dated as of June 12, 1998 (this "Amendment"), to and of
the Stockholders' Agreement, dated as of October 30, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Stockholders'
Agreement"; terms used herein and not otherwise defined herein are used herein
as therein defined), among CSK AUTO CORPORATION, a Delaware corporation (the
"Company"), CSK AUTO, INC., an Arizona corporation ("Auto"), and each of the
stockholders of the Company from time to time parties thereto (the
"Stockholders").
W I T N E S S E T H :
WHEREAS, the Company and Auto have requested that the Stockholders consent
to certain matters regarding certain provisions of the Stockholders' Agreement;
and
WHEREAS, the Stockholders party hereto are willing to consent to such
matters and to amend the Stockholders' Agreement, but only on, and subject to,
the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual premises and mutual
agreements contained herein and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company, Auto and each of
the Stockholders party hereto hereby agree as follows:
SECTION 1. AMENDMENT TO SUBSECTION 7(f) OF THE STOCKHOLDERS' AGREEMENT.
The Stockholders' Agreement is hereby amended by deleting Subsection 7(f), in
its entirety, and substituting the following therefor:
"(f) EACH MEMBER OF EACH OF THE COMPANIES' BOARD OF DIRECTORS
OR ANY COMMITTEE THEREOF SHALL BE REIMBURSED FOR ALL REASONABLE OUT-OF-POCKET
EXPENSES INCURRED IN CONNECTION WITH ANY BOARD OF DIRECTORS OR COMMITTEE
ACTIVITIES, AS THE CASE MAY BE. EACH MEMBER OF EACH OF THE COMPANIES' BOARD OF
DIRECTORS SHALL RECEIVE THE SAME FEES, IF ANY, FOR SERVING IN CONNECTION WITH
ANY BOARD OF DIRECTORS OR COMMITTEE ACTIVITIES, AS THE CASE MAY BE, EXCEPT FOR
INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS APPOINTED PURSUANT TO SECTION 7(a)
HEREOF, IF ANY; PROVIDED HOWEVER, THAT EACH SUCH INDEPENDENT MEMBER OF BOARD OF
DIRECTORS SHALL RECEIVE THE SAME FEES, IF ANY, FOR SO SERVING AS EACH OTHER SUCH
INDEPENDENT MEMBER."
SECTION 2. EFFECTIVENESS. Upon the due execution of counterparts of this
Amendment by the Company, Auto and the required Stockholders, this Amendment
shall become effective as of June 12, 1998.
SECTION 3. CONTINUING EFFECT OF STOCKHOLDERS' AGREEMENT. Except for the
amendments expressly provided herein, the Stockholders' Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its terms.
SECTION 4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts by the parties hereto, and all of said counterparts, when taken
together, shall be deemed to constitute one and the same instrument.
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SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers on
the date set forth beside such parties' name, to be effective as of the date
first above written.
Executed on: October __, 1998 CSK AUTO CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name:
Title:
Executed on: October __, 1998 CSK AUTO, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name:
Title:
Executed on: October 15, 1998 BALLET LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15,1998 DENARY LIMITED
By: /s/ Illegible
--------------------------------
Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 GLEAM LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 HIGHLANDS LIMITED
By: /s/ Illegible
--------------------------------
Name: Investcorp Management Services Limited
Title: Authorized Signatory
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Executed on: October 15, 1998 NOBLE LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 OUTRIGGER LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 QUILL LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 RADIAL LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 SHORELINE LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
Executed on: October 15, 1998 ZINNIA LIMITED
By: /s/ Illegible
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Name: Investcorp Management Services Limited
Title: Authorized Signatory
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Executed on: October 15, 1998 INVESTCORP INVESTMENTS EQUITY LIMITED
By: /s/ Sydney X. Xxxxxxx
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Name: The Director Ltd.
Title: Director
Executed on: October 15, 1998 EQUITY CSKA LIMITED
By: /s/ Sydney X. Xxxxxxx
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Name: The Director Ltd.
Title: Director
Executed on: October 15, 1998 EQUITY CSKB LIMITED
By: /s/ Sydney X. Xxxxxxx
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Name: The Director Ltd.
Title: Director
Executed on: October 15, 1998 AUTO EQUITY LIMITED
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Director
Executed on: October 15, 1998 AUTO PARTS LIMITED
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Director
Executed on: October 15, 1998 AUTO INVESTMENTS LIMITED
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: Alternate Director
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Executed on: October 15, 1998 CSK INVESTMENTS LIMITED
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Alternate Director
Executed on: October 15, 1998 CSK EQUITY LIMITED
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Director
Executed on: October 15, 1998 CSK INTERNATIONAL LIMITED
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Director
Executed on: October 15, 1998 EQUITY CSKC LIMITED
By: /s/ Sydney X. Xxxxxxx
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Name: The Director Ltd.
Title: Director
Executed on: October 15, 1998 INVESTCORP CSK HOLDINGS L.P.
By: /s/ Sydney X. Xxxxxxx
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Name: The Director Ltd., as Director
Title: of Gila Limited, General Partner
Executed on: October 15, 0000 XXXXX XXX LIMITED
By: /s/ Sydney X. Xxxxxxx
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Name: Martonmere Services Ltd.
Title: Director
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Executed on: October 15, 1998 NEW CSK EQUITY LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Director
Executed on: October __, 1998 CHASE BANK (C.I.) NOMINEES LIMITED
By:
--------------------------------
Name:
Title:
Executed on: October __, 1998 THE JAB TRUST
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Trustee
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Trustee
/s/ Xxxxx X. Xxxxxx
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Executed on: October __, 1998 Xxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Executed on: October __, 1998 Xxxxxxx Xxxxxxx
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Chase Bank (C.I.) Nominees Limited is a party hereto as the
registered holder of the legal title to 9,998 shares of Class C stock of CSK
Group, Ltd as nominee for principals who, as the beneficial owners thereof,
(the "Owners") act through the Programme Executive for the Investcorp PIP
scheme as their duly appointed Agent [Attorney], and to whose request and
direction Chase Bank (C.I.) Nominees Limited acts in regard to the 9,998 shares
of Class C stock of CSK Group, Ltd. Accordingly, Chase Bank (C.I.) Nominees
Limited is a party to this letter exclusively in its capacity as nominee and
bare trustee for the Owners and so that references in this letter to the
"undersigned" shall be construed so that no liability shall be incurred by
Chase Bank (C.I.) Nominees Limited on its own account and each undertaking,
covenant and agreement herein shall be that exclusively of the Owners and each
of them acting through Chase Bank (C.I.) Nominees Limited.
CHASE BANK (C.I.) NOMINEES LIMITED
Executed on: October 20, 1998 By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director
XXXXXXX X. XXXXXXXX
Executed on: October 20, 1998 (as agent for the Owners)
/s/ Xxxxxxx X. Xxxxxxxx
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Executed on: November 23, 1998 CHILTERN TRUSTEES LIMITED,
in its capacity as trustee of the Carmel Trust
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Attorney-in-fact
Executed on: November 23, 1998 TRANSATLANTIC FINANCE, LTD.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Executive Vice President
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