Looking for an agreement? Search from over 1 million agreements now.

Financing Advisory Services Agreement - 10/30/96

This is an actual contract by CSK Auto.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
CSK AUTO, INC.
645 East Missouri Avenue
Phoenix, Arizona 85012


October 30, 1996


Investcorp International, Inc. 280 Park Avenue, 37th Floor New York, New York 10017 Dear Sirs:


This will confirm the understanding and agreement (the "Agreement") between Investcorp International, Inc. ("III") and CSK Auto, Inc. ("CSK Auto").


l. CSK Auto hereby engages III to render financial advisory services
concerning the acquisition of fifty-one percent of the stock
(the "Stock") of CSK Group, Ltd., the parent of CSK Auto, by the
parties listed on the attached schedule 1 (the "Purchasers").


2. III hereby accepts the engagement and, in that connection, agrees
to:


(a) conduct such financial review of CSK Group, Ltd. and its
business and operations as III shall deem appropriate and
feasible, which review shall be limited to an analysis of
(i) publicly available information with respect to CSK
Group, Ltd. and (ii) such other information as shall be
supplied to III by CSK Group, Ltd.;


(b) assist in negotiations and related acquisition strategy;
and


(c) advise with respect to executive compensation matters
regarding the executives of CSK Group, Ltd.


3. For purposes of this Agreement, "acquisition" shall mean any
transaction or series or combination of transactions, other than
in the ordinary course of trade or business, whereby, directly or
indirectly, control of or a material interest in CSK Group. Ltd.
or any of its businesses or assets is transferred to CSK Auto for
consideration, including, without limitation, a sale or exchange
of capital stock or assets, a lease of assets with or without a
purchase option, a merger or consolidation, a tender or exchange
offer, a leveraged buy-out, the formation of a joint venture or
partnership, or any similar transaction.


4. The term of III's engagement hereunder shall extend from the date
hereof through the later of June 25, 1997 or the closing of the
acquisition of the Stock. Subject to 2
the provisions of paragraphs 5 through 10 hereof, which shall
survive any termination of this Agreement (including by operation
of the preceding sentence), CSK Auto may terminate III's
engagement hereunder at any time by giving III at least 10 days
prior written notice.


5. If an acquisition (as defined in paragraph 3 above) of CSK Group,
Ltd. occurs during the term of III's engagement hereunder, or at
any time during a period of 12 months following the effective
date of termination of III's engagement hereunder, regardless of
whether or not III rendered advice concerning the acquisition,
then CSK Auto shall pay the sum of $1.275 million to III at the
closing of the acquisition (which amount is equal to .6 percent
of the approximately $205 million total transaction amount).


6. CSK Auto shall reimburse III for its reasonable out-of-pocket
expenses incurred during the period of its engagement hereunder
with respect to the services to be rendered by it. Out-of-pocket
expenses shall include, but not be limited to, professional fees
and disbursements incurred by III.


7. CSK Auto shall:


(a) indemnify III and hold it harmless against any losses,
claims, damages or liabilities to which III may become
subject arising in any manner out of or in connection with
the
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |