JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England August 10, 2005
Exhibit 99.3
JPMorgan Chase Bank, National Association
P.O. Xxx 000
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
P.O. Xxx 000
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
August 10, 2005
To: CSK Auto Corporation
000 X. Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
000 X. Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of
the Transaction (the “Transaction”) entered into between JPMorgan Chase Bank, National Association,
London Branch (“JPMorgan”) and CSK Auto Corporation, a Delaware corporation (the “Company”)
pursuant to a letter agreement (the “Confirmation”) dated July 29, 2005, pursuant to which JPMorgan
has purchased from the Company a Number of Warrants equal to 4,764,375. This Amendment relates to,
and sets forth the terms of, the purchase by JPMorgan from the Company of an additional Number of
Warrants (the “Additional Number of Warrants”).
Upon the effectiveness of this Amendment to the Confirmation, all references to “Number of
Warrants” and “Transaction” in the Confirmation, as amended, will include the Additional Number of
Warrants purchased by Counterparty pursuant to the terms set forth below and, except to the extent
specified below, all other provisions of the Confirmation shall apply to the Additional Number of
Warrants as if such Additional Number of Warrants were originally subject to Confirmation.
Capitalized terms used herein without definition shall have the meanings assigned to them in the
Confirmation.
The terms relating to the purchase of the Additional Number of Warrants are as follows:
1. The “Trade Date” with respect to the Additional Number of Warrants will be August 10, 2005.
2. The “Number of Warrants” for the Transaction will be “5,414,063” reflecting an addition of
649,688 Additional Number of Warrants.
3. The “Strike Price” for the Transaction will be $26.29.
4. The “Premium” for the Transaction will be $17,820,000 reflecting an increase of the premium
payable by JPMorgan to the Counterparty in the amount of $1,970,000 for to the Additional Number of
Warrants.
5. The “Premium Payment Date” with respect to the premium for the Additional Number of Warrants
will be August 10, 2005.
6. The Company hereby repeats the representations, warranties and agreements contained in the
Confirmation with respect to the Amendment or with respect to the Confirmation, as amended by the
Amendment, as the context requires.
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
7. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation
shall remain and continue in full force and effect and are hereby confirmed in all respects.
8. This Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if all of the signatures thereto and hereto were upon the same
instrument.
9. The provisions of this Amendment shall be governed by the New York law (without reference to
choice of law doctrine).
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
2
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Amendment and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax on 000 000 0000.
| Very truly yours, | ||||||
| X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association |
||||||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx
|
|||||
| Authorized Signatory | ||||||
| Name: Xxxxxxx Xxxxxxxxxxx | ||||||
| Title: Vice President | ||||||
Accepted and confirmed
as of the Trade Date:
as of the Trade Date:
CSK AUTO CORPORATION
By:
|
/s/ Xxxxxx Xxxxxx
|
|||
| Authorized Signatory | ||||
| Name: Xxxxxx Xxxxxx | ||||
| Title: President and Chief Operating Officer | ||||
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
