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Exhibit 10.06.2
FIRST AMENDMENT TO
STOCK ACQUISITION AGREEMENT
This First Amendment to the Stock Acquisition Agreement (this "Amendment") is
made as of the 9th day of December, 1998, by and among CSK Auto Corporation, a
Delaware corporation formerly known as CSK Group, Ltd. ("CSK"), Investcorp CSK
Holdings L.P., a Cayman Islands corporation ("CSK Holdings"), and Xxxxxxx
Xxxxxxx ("Xxxxxxx"), and amends the Stock Acquisition Agreement by and among
CSK, CSK Holdings and Xxxxxxx, dated as of January 27, 1997 (executed on
December 24, 1997) (the "Stock Agreement").
RECITALS
A. Pursuant to the Stock Agreement, CSK sold to Xxxxxxx 4,857 shares of Class C
Stock of CSK which have since been converted into 83,078 shares of Common Stock
of CSK (the "Shares").
B. On December 21, 1997, CSK loaned $441,500 to Xxxxxxx pursuant to the
promissory note (the "Promissory Note"). In order to secure the Promissory Note,
Xxxxxxx pledged the Shares to CSK pursuant to a Stock Pledge Agreement (the
"Pledge Agreement"), dated as of December 21, 1997 by and between Xxxxxxx X.
Xxxxxxx and CSK.
C. The parties desire to amend the Stock Agreement so that Xxxxxxx can sell the
Shares in the currently contemplated underwritten public offering of CSK's
Common Stock, as more fully set forth below. CSK and CSK Holdings' consent to
sell the Shares will be conditioned upon repayment of the Promissory Note in
full with the proceeds of the sale.
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the undersigned hereby agree as follows:
1. Notwithstanding any provision of the Stock Agreement to the
contrary, at the Closing of the sale of Common Stock of CSK contemplated in
CSK's Registration Statement on Form S-1 (Registration Number 333-67231),
Xxxxxxx shall be permitted to sell to the underwriters named therein the Shares,
free and clear of all restrictions and repurchase rights contained in the Stock
Agreement, including, without limitation, any transfer or vesting requirements
contained in the Stock Agreement. The Stock Agreement shall continue in effect
until the Shares have been sold pursuant to such offering.
2. Concurrently with the Sale, Xxxxxxx shall pay to CSK all amounts
owing under the Promissory Note. Upon payment in full, CSK shall deliver the
Promissory Note to Xxxxxxx, marked cancelled, and the Pledge Agreement, by its
terms, shall be of no further force or effect.
[INTENTIONALLY BLANK -- SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as
of the date first above written.
CSK AUTO CORPORATION INVESTCORP CSK HOLDINGS L.P.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Sydney X. Xxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Sydney X. Xxxxxxx
Title: President and Chief Operating Title: The Director Limited, for Gila
Officer Limited, General Partner
XXXXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx
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