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Financing Advisory Agreement Dated Oct. 30, 1996

This is an actual contract by CSK Auto.

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: October 30, 1996
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This Agreement is made effective as of the 30th day of October, 1996, by and between Investcorp International, Inc., a Delaware corporation ("III") and CSK Auto, Inc., a Delaware corporation ("CSK Auto").

WHEREAS, pursuant to an Stock Purchase Agreement dated as of September 29, 1996, as amended, by and between the parties listed on the attached schedule 1 (the "Purchasers") and the Carmel Trust, the Purchasers shall purchase fifty-one percent of the outstanding stock of CSK Group, Ltd., the parent of CSK Auto;

WHEREAS, CSK Auto intends to arrange borrowing facilities with one or more financial institutions unaffiliated with III in the aggregate amount of approximately $315 million (the "Financing");

WHEREAS, III and its officers, employees, agents and affiliates are experienced in the field of obtaining debt financing and are willing to act as a financial advisor to CSK Auto; and

WHEREAS, CSK Auto is desirous to avail itself of the assistance and expertise of III in arranging the Financing;

NOW, THEREFORE, the parties do hereby agree as follows:

1. Services of III. III shall assist CSK Auto in arranging the Financing. In connection therewith, III may, solely in its discretion and on behalf of CSK Auto:

(a) seek out financial institutions that may provide the

(b) enter into negotiations with banks and other financial
institutions regarding the terms and conditions upon which the Financing
is to be provided;

(c) advise, conduct and participate in the negotiation and
drafting of any agreements, contracts, or other documents relating to
the placement of the Financing; and

(d) take all such other actions as it may deem necessary to
arrange for the Financing. 2
2. Fees. In consideration of the services contemplated by Section 1 hereof, CSK Auto shall pay to III a fee in the amount of $3,150,000.00 (1 percent of the Financing), payable on the closing of the Purchase.

3. Reimbursement. CSK Auto shall pay directly any commitment fees, arrangement fees, or other actual out-of-pocket expenses incurred in connection with the performance of III's services under this Agreement, including, but not limited to, fees and disbursements of III's legal counsel.

4. Cooperation and Information. CSK Auto shall cooperate with III in the performance of its obligations hereunder and shall furnish III with such information as III may request (all such information so furnished hereinafter referred to as the "Information"). CSK Auto recognizes and confirms that III:

(a) will use and rely primarily on the Information and on
information available from generally recognized public sources in
performing the services contemplated by this Agreement without having
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