CSK AUTO CORP, S-1, 1997-12-24

CSK AUTO CORP
S-1, 1997-12-24

Previous: ANNUITY & LIFE RE HOLDINGS LTD, S-1, 1997-12-24

Next: SCOVILL HOLDINGS INC, S-1, 1997-12-24

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

CSK AUTO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
---------------------

<TABLE>
<S> <C> <C>
DELAWARE 5531 86-0765798
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

645 E. MISSOURI AVENUE
PHOENIX, ARIZONA 85012
(602) 265-9200
(Address, including Zip Code, and Telephone
Number, including Area Code, of Registrant's
Principal Executive Offices)
---------------------

MAYNARD L. JENKINS
645 E. MISSOURI AVENUE
PHOENIX, ARIZONA 85012
(602) 265-9200
(Name, Address, including Zip Code, and
Telephone Number, including Area Code,
of Agent for Service)
---------------------

Copies of communications to:

<TABLE>
<S> <C>
CHARLES K. MARQUIS, ESQ. JEFFREY SMALL, ESQ.
GIBSON, DUNN & CRUTCHER LLP DAVIS POLK & WARDWELL
200 PARK AVENUE 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10166 NEW YORK, NEW YORK 10017
(212) 351-4000 (212) 450-4000
(FACSIMILE) (212) 351-4035 (FACSIMILE) (212) 450-4800
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
---------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1)(2) PRICE(1)(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share...... $ $172,500,000 $50,888
===================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) Includes shares of Common Stock which may be purchased by the
Underwriters pursuant to an overallotment option.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.

SUBJECT TO COMPLETION, DATED DECEMBER 24, 1997

PROSPECTUS

, 1998
SHARES

LOGO

COMMON STOCK

All of the shares of Common Stock, par value $.01 (the "Common Stock"),
offered hereby (the "Offering") are being issued and sold by CSK Auto
Corporation (the "Company").

Prior to the Offering, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will be
between $ and $ per share. See "Underwriting" for information
relating to the factors considered in determining the initial public offering
price.

The Common Stock will be submitted for approval for listing on the
(the " ") under the symbol " ."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
PRICE PROCEEDS
TO THE TO THE
PUBLIC UNDERWRITING COMPANY(2)
DISCOUNTS AND
COMMISSIONS(1)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................... $ $ $
Total(3).................... $ $ $
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses, payable by the Company, estimated at $ .
(3) The Company has granted the Underwriters a 30-day option to purchase up to
additional shares at the Price to the Public less Underwriting
Discounts and Commissions, solely to cover over-allotments, if any. If such
option is exercised in full, the total Price to the Public, Underwriting
Discounts and Commissions, and Proceeds to the Company will be $ ,
$ and $ , respectively. See "Underwriting."

The shares are being offered by the several Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the Underwriters, subject to
various prior conditions, including their right to reject orders in whole or in
part. It is expected that delivery of the share certificates will be made in New
York, New York, on or about , 1998.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

FURMAN SELZ

LEHMAN BROTHERS

MORGAN STANLEY DEAN WITTER

SALOMON SMITH BARNEY
<PAGE> 3

Information in this Prospectus contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act (the "Reform Act")
which are subject to risks and uncertainties. Such forward-looking statements
may be identified by the use of forward-looking terminology such as "may,"
"will," "should," "expect," "intend," "estimate" or "continue" or the negative
thereof or comparable terminology and may include, among other things, expected
growth, store openings, relocations and expansions, business strategies, future
revenues and future performance. The matters set forth under the caption "Risk
Factors" in the Prospectus constitute cautionary statements identifying
important factors with respect to such forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements. Other factors that
might cause such a difference include, but are not limited to, those discussed
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

The Company intends to furnish to its stockholders annual reports
containing audited consolidated financial statements and quarterly reports
containing unaudited interim financial information for the first three quarters
of each fiscal year of the Company.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the Company's
Consolidated Financial Statements and Notes thereto included elsewhere in this
Prospectus. Unless the context otherwise requires, references to the "Company"
refer to CSK Auto Corporation, a Delaware corporation (formerly known as CSK
Group, Ltd.), and its wholly-owned direct and indirect subsidiaries, including
CSK Auto, Inc., an Arizona corporation ("Auto"). The term "fiscal year" and
"fiscal" refer to the Company's fiscal year, which consists of 52 or 53 weeks
ending on the Sunday nearest to January 31 of the following calendar year (e.g.,
a reference to "fiscal 1996" is a reference to the fiscal year ended February 2,
1997). Unless the context otherwise requires, the information contained herein
(i) gives effect to a -for-one split of the Common Stock effective on
, and the conversion of all outstanding Class A Common Stock, Class
B Common Stock, Class C Common Stock, Class D Common Stock and Class E Common
Stock of the Company into an equivalent number of shares of Common Stock
effective as of the closing of the Offering, and (ii) assumes that the
over-allotment option is not exercised. See "Underwriting." The Company's
address is 645 E. Missouri Avenue, Suite 400, Phoenix, Arizona 85012, and its
telephone number is (602) 265-9200.

THE COMPANY

The Company is the largest retailer of automotive parts and accessories in
the Western United States and one of the largest such retailers in the United
States. As of December 15, 1997, the Company operated 695 stores as one fully
integrated company primarily under three brand names: Checker Auto Parts,
founded in 1968 and operating in the Southwestern and Rocky Mountain states;
Schuck's Auto Supply, founded in 1917 and operating in the Pacific Northwest;
and Kragen Auto Parts, founded in 1947 and operating primarily in California.
Each has a long operating history, established name recognition and a loyal
customer base. Based on store count, the Company believes it is the largest
retailer of automotive parts and accessories in 20 of its 27 markets.

The Company is a consumer-oriented, specialty retailer primarily servicing
the do-it-yourself ("DIY") customer, with a significant and increasing emphasis
on the commercial customer. The Company offers a broad selection of national
brand name and private label automotive products for domestic and imported cars,
vans and light trucks, including new and remanufactured automotive replacement
parts, maintenance items and accessories. The Company's stores typically offer
between 13,000 and 16,000 stock keeping units ("SKUs"), and more than 565 of the
Company's stores can provide customers, on a same-day delivery basis, an
additional 200,000 SKUs not regularly stocked in these stores. The Company's
operating strategy is to offer its products at everyday low prices and at
conveniently located and attractively designed stores, supported by highly
trained, efficient and courteous customer service personnel. As a specialty
retailer, the Company has chosen not to sell tires or perform automotive
repairs.

On December 8, 1997, the Company completed the acquisition of 82 stores
(the "Trak West" stores) located in the Los Angeles market from Trak Auto
Corporation (the "Trak West Acquisition") for a total cost of approximately
$35.6 million, which was funded with a $22.0 million equity investment by
affiliates of the Company's existing stockholders and additional bank
borrowings. By the end of the first quarter of fiscal 1998, the Company expects
to complete the conversion of the Trak West stores to the Kragen name and store
format and the integration of these stores into the Company's operations. The
Trak West Acquisition provides the Company with a leading market position and a
greater presence (a total of 147 stores) in the large, strategically important
Los Angeles market, without adding additional retail square footage to the
market. The Company intends to increase the revenues and profitability of the
acquired stores by improving their stocking levels, merchandising and customer
service. The Company also intends to introduce its profitable and highly
successful commercial sales program (the "Commercial Sales Program") to 43 of
the Trak West stores and its Priority Parts operation to all of the Trak West
stores. The Trak West Acquisition will enable the Company to capitalize on
significant economies of scale because the Company's existing warehouse and
distribution network will service the acquired stores. In addition, the Company
believes that by increasing its advertising

3
<PAGE> 5

presence in the Los Angeles market it will improve the financial performance of
the acquired stores as well as the Company's 65 existing Los Angeles stores.

OPERATING AND GROWTH STRATEGY

Over the past several years, the Company has introduced a variety of
operating initiatives which have enabled it to significantly increase its
productivity and the level and quality of service provided to customers. These
initiatives include the implementation of a highly efficient, centralized
infrastructure, the installation of sophisticated store-level information
systems, the expansion of a rapidly growing and profitable Commercial Sales
Program, and an accelerating new store opening and relocation program. Largely
as a result of the success of these programs, the Company's profitability has
increased, with operating profit increasing 68.5% to $36.2 million in the
thirty-nine weeks ended November 2, 1997, from $21.5 million in the comparable
period in fiscal 1996. The Company believes that these initiatives have provided
the foundation for continued and profitable growth.

Several of the operating initiatives that have been implemented by the
Company are summarized below.

- Expanded Product Selection -- The Priority Parts operation allows the
Company to better serve its customers by making available to more than
565 of its stores, on a same-day delivery basis, an additional 200,000
SKUs not regularly stocked in these stores, and on a next-day delivery
basis to all of its stores, an additional 1,000,000 SKUs. The Priority
Parts operation has also enabled the Company to increase sales to
commercial accounts due to the broader availability of automotive
replacement parts. The Company has expanded its Priority Parts operation
by improving its delivery system and adding 17 strategically located
Priority Parts depots to its two original Priority Parts depots. The
Company believes that its Priority Parts operation provides the Company
with an important competitive advantage.

- Warehouse and Distribution System -- The Company has completed the
conversion of its warehouse and distribution facilities from a manual,
labor-intensive, paper-based system to a technologically advanced, fully
integrated system. This system, which became fully operational during the
fourth quarter of fiscal 1995, has improved the Company's in-stock levels
and accuracy to the highest rates in recent years. The Company has
sufficient warehouse and distribution capacity to meet the requirements
of its growth plans for the foreseeable future. The Company has reduced
warehouse and distribution expense as a percentage of net sales from 4.9%
for fiscal 1995 to 3.8% for fiscal 1996 and 3.4% for the thirty-nine
weeks ended November 2, 1997.

- Store-Level Information Systems -- The Company has installed several
store-level information systems, which have improved store labor
productivity and customer service. These initiatives include installing a
point of sale system ("POS"), integrating the POS with the Company's
Electronic Parts Catalog ("EPC"), implementing its Surround Store
Inventory Program, its Retail Paperless Management System and a
sophisticated store labor scheduling system, and installing a
Company-wide satellite communications network. The enhanced information
system capabilities have enabled the Company to achieve higher average
transaction amounts by allowing sales associates to suggest appropriate
add-on products, including higher margin replacement parts. In addition,
the significant investment in information systems has been integral to
the successful penetration of the commercial market.

- Training and Technical Expertise -- In order to better develop its
associates' technical expertise and customer service skills, the Company
has increased its focus on formal classroom training and on-the-job
training, customer service measurement systems and incentive programs for
its district managers, store managers, and sales associates.
Approximately 1,350 of the Company's associates have passed the ASE-P2
test, a nationally recognized certification for parts technicians. The
Company believes this represents a greater average number of associates
per store than that of the Company's primary competitors. The Company
believes these programs have resulted in an increased level of customer
service and store-level efficiency.

4
<PAGE> 6

- Centralized Call Center -- The Company's centralized call center (the
"Call Center") provides store personnel at selected high-volume stores
the option to reroute customer calls to a central location during the
store's busiest hours of operation. Call Center associates perform all
functions that store personnel normally handle, such as store specific
parts look-up, price look-up and inventory availability verification in a
manner that is transparent to the call-in customer. Associates in the
Call Center can take an order from a customer and electronically transmit
it to the store, enabling the requested product to be picked up by the
customer. Use of the Call Center allows sales associates to give their
undivided attention to customers at the store while call-in customers are
serviced directly by Call Center associates.

- Precision Pricing Program -- The Company has recently implemented a new
pricing program (the "Precision Pricing Program"), which allows the
Company to establish pricing zones at the store level rather than the
market or chain level. This initiative enables the Company to establish
pricing levels at each store based upon that store's local market
competition, thereby providing competitive prices for customers. The
Company introduced the Precision Pricing Program in the third quarter of
fiscal 1997 and believes that, once fully implemented, it will provide
the Company with the opportunity to improve its gross profit margin.

The Company is currently generating growth in sales and operating profits
through: (i) an accelerating new store opening, relocation and acquisition
program; (ii) continued maturation and expansion of the Company's Commercial
Sales Program; and (iii) increasing operating profit margins as a result of
continued improvement in gross profit margins and continued realization of
operating efficiencies. The Company believes that it can realize accelerating
and profitable growth by continuing to aggressively pursue these strategies:

- Accelerating New Store Opening, Relocation and Acquisition Program -- The
Company's store growth strategy is focused on existing markets and
includes: opening new stores, relocating smaller stores to larger stores
at better locations and expanding selected stores. The Company believes
that its existing markets are highly fragmented and that its store growth
strategy will enable it to effectively and profitably increase its name
recognition and market penetration while benefiting from economies of
scale in advertising, management and distribution costs. In addition to
the Trak West Acquisition, the Company will open approximately 100 stores
(including approximately 35 relocations) in fiscal 1997 as compared to 56
stores (including 37 relocations) in fiscal 1996. The Company plans to
continue the acceleration of its store growth strategy and expects to
open or relocate approximately 130 stores in fiscal 1998 and
approximately 150 stores in fiscal 1999. Additionally, the Company
believes that the fragmented nature of the industry has enabled it to
effectively pursue an opportunistic acquisition strategy. The Company
focuses its acquisition efforts in (i) existing markets to achieve
further market penetration in a timely and cost-effective manner without
adding additional retail square footage (as was done in the Trak West
Acquisition), and (ii) contiguous markets to permit further leveraging of
its established infrastructure over an increasing sales base.

- Further Penetration of the Commercial Segment -- The Company believes
that it can continue to expand its profitable and highly successful
Commercial Sales Program. The commercial segment constitutes in excess of
50% of the approximately $78 billion of annual sales in the automotive
aftermarket and is currently growing at a faster rate than the DIY
segment of the market. The Company believes it has significant
competitive advantages in servicing the commercial segment because of its
experienced sales associates, conveniently located stores, attractive
pricing and ability to consistently deliver a broad product offering with
an emphasis on national brand names. Commercial Sales Centers ("CSCs")
have been implemented in 330 of the Company's stores as of December 15,
1997. The Company's sales to commercial accounts (including sales by
stores without CSCs) have increased 32.6% to $87.7 million, or 13.8% of
total sales, in the thirty-nine weeks ended November 2, 1997, from $66.1
million, or 11.2% of total sales, in the comparable period in fiscal
1996. The Company believes that significant opportunities exist to
increase sales at its existing CSCs by focusing on the penetration of
certain segments of the commercial market such as fleet owners,
municipalities and national accounts. In addition, the Company intends to
continue installing CSCs in selected existing

5
<PAGE> 7

stores, in approximately half of its new stores, and in 43 of the recently
acquired Trak West stores (which did not actively pursue commercial customers
under prior ownership).

- Increasing Operating Profit Margin -- The Company has significantly
increased its operating profit margin to 5.7% in the thirty-nine weeks
ended November 2, 1997, from 3.6% in the comparable period in fiscal
1996. The Company believes that significant opportunities exist to
continue to increase its operating profit margin. The Company has
increased its gross profit margin primarily as a result of more favorable
vendor terms, taking advantage of cash discounts from vendors,
efficiencies from its new warehouse and distribution system and
improvements in product mix. The Company believes that the improved
vendor terms are primarily the result of the Company's improved financial
performance, a reduction in overall vendor payables and growth in its
store count. The Company believes that it can further improve its
operating profit margin through: (i) the continued focus on the
initiatives described above; (ii) effectively leveraging its fixed costs
over an increasing sales base; and (iii) obtaining improved vendor and
landlord terms due to the significant deleveraging resulting from the
Offering.

The increase in the store base, combined with the success of the operating
initiatives described above, has resulted in a 68.5% increase in operating
profit to $36.2 million for the thirty-nine weeks ended November 2, 1997, from
$21.5 million in the comparable period in fiscal 1996. The Company believes it
can realize accelerating and profitable growth by continuing to aggressively
pursue its operating and growth strategies.

THE OFFERING

Common Stock being offered.......... shares of Common Stock

Common Stock outstanding after the
Offering............................ shares of Common Stock(1)

Use of proceeds..................... The net proceeds from the Offering will
be used to repay indebtedness.

Proposed symbol..............
- ---------------

(1) Excludes shares subject to options outstanding upon the
consummation of the Offering and additional shares reserved for
issuance pursuant to options available for grant under the Company's 1996
Associate and Executive Stock Option Plans. See "Management -- 1996
Associate and Executive Stock Option Plans."

RISK FACTORS

See "Risk Factors" beginning on page 9 for a description of certain risks
relevant to an investment in the Common Stock.

6
<PAGE> 8

SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following summary historical and pro forma financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Consolidated Financial Statements and
Notes thereto and the Unaudited Pro Forma Condensed Consolidated Financial Data
and Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED(2)
FISCAL YEAR(1) --------------------
-------------------------------- OCT. 27, NOV. 2,
1994(3) 1995(4) 1996(5) 1996 1997
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE,
SQUARE FOOT AND STORE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Net sales...................................................... $688,135 $718,352 $793,092 $592,415 $636,465
Gross profit................................................... 277,777 284,535 329,718 242,749 277,548
Operating and administrative expenses.......................... 255,922 281,387 298,004 218,680 239,932
Store closing costs............................................ 2,678 3,310 14,904 2,571 1,392
Acquisition charge............................................. -- -- 20,174 -- --
Operating profit (loss)...................................... 19,177 (162) (3,364) 21,498 36,224
Other Acquisition and Financings expenses...................... -- -- 12,463 -- --
Interest expense, net.......................................... 10,343 14,379 20,691 10,917 29,815
Income (loss) before taxes and extraordinary gain............ 8,834 (14,541) (36,518) 10,581 6,409
Income tax (benefit) expense................................... 68 (5,447) (11,859) 4,148 2,471
Extraordinary gain............................................. 97,186 -- -- -- --
Net income (loss)............................................ 105,952 (9,094) (24,659) 6,433 3,938
Pro forma net income(6)...................................... (3,135) 12,166
Pro forma net income per share(6)............................
OTHER DATA
EBITDA(7)...................................................... $ 32,282 $ 16,099 $ 50,544 $ 36,036 $ 51,674
EBITDAR(7)..................................................... 70,964 61,453 98,450 74,243 94,403
Capital expenditures........................................... 14,597 11,640 6,317 3,426 12,468
Commercial sales(8)............................................ 32,630 60,840 89,551 66,155 87,703
Net cash provided by (used in) operating activities............ 15,120 1,354 (38,366) 15,855 (16,139)
Net cash (used in) investing activities........................ (18,983) (7,888) (10,686) (5,397) (14,297)
Net cash provided by (used in) financing activities............ (5,383) 8,028 49,911 (9,310) 31,529
SELECTED ADDITIONAL OPERATING DATA
Average net sales per store(9)................................. $ 1,272 $ 1,294 $ 1,384 $ 1,039 $ 1,073
Average net sales per store square foot(9)..................... 226 224 228 172 167
Percentage increase in comparable store net sales(10).......... 5% 2% 6% 6% 5%
SELECTED STORE DATA
New and relocated stores....................................... 22 54 56 35 63
Number of stores (end of period)............................... 544 566 580 575 606
Stores with Commercial Sales Centers (end of period)........... 59 176 292 276 330
Total store square footage (000s) (end of period).............. 3,097 3,329 3,631 3,527 4,014
</TABLE>

<TABLE>
<CAPTION>
AT NOVEMBER 2, 1997
---------------------------------------------
AS FURTHER
ACTUAL AS ADJUSTED(11) ADJUSTED(12)
-------- --------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Cash and cash equivalents.............................................. $ 6,316 $ 6,316 $ 6,316
Net working capital.................................................... 156,808 156,808 156,808
Total assets........................................................... 490,268 521,059 510,074
Total debt (including current maturities).............................. 369,044 384,144 250,019
Stockholders' equity (deficit)......................................... (92,359) (74,624) 54,930
</TABLE>

- ---------------

(1) The Company's fiscal year consists of 52 or 53 weeks ending on the Sunday
nearest to January 31 of the following calendar year. All fiscal years
presented are 52 weeks except for the fiscal year ended February 2, 1997,
which consists of 53 weeks.

(2) The summary financial data for the thirty-nine weeks ended October 27, 1996
and November 2, 1997, are unaudited and include, in the opinion of
management, all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the data for such periods, and are
not necessarily indicative of the results expected for a full fiscal year
or for any future period.

(3) Net income in fiscal 1994 includes an extraordinary gain of $97.2 million
resulting from cancellation of a portion of the Company's long-term debt.
See Notes 5 and 11 to Consolidated Financial Statements.

(4) Results of operations in fiscal 1995 include the following non-recurring
items: (i) cost of sales includes pre-opening expenses of $1.6 million
associated with the opening of the new distribution center in Phoenix,
Arizona, and (ii) operating and administrative expenses include $5.3
million of non-recurring software development costs associated with the new
store-level information systems installed by the Company during fiscal
1995. In addition, the Company believes that its operations and operating
results

7
<PAGE> 9

were adversely impacted during fiscal 1995 as a result of the start-up
costs associated with the implementation of many new initiatives. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

(5) Amounts hereunder reflect certain non-recurring charges which were incurred
in October 1996 when the Acquisition and Financings were consummated,
including the following: (i) amounts paid to members of management pursuant
to existing equity participation agreements of $19.9 million ($20.2 million
including a provision for estimated payroll taxes thereon), of which $9.9
million was paid in October 1996 (the remaining balance was paid in
November 1997), and (ii) expenses incurred in connection with the
Acquisition and Financings of $12.5 million. Amounts hereunder also include
a charge of $12.9 million for store relocations. See "Management -- Equity
Participation Agreements," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 12 to Consolidated
Financial Statements.

(6) The pro forma data for fiscal 1996 give effect to: (i) the Offering and the
application of the estimated net proceeds therefrom; (ii) the amendment and
restatement of the Senior Credit Facility on December 8, 1997, which
resulted in a reduction in the applicable interest rates thereon; (iii) the
Acquisition and Financings; and (iv) the termination of the Management
Agreement (as defined herein) upon the consummation of the Offering, as if
all of such had been consummated at the beginning of fiscal 1996. The pro
forma data for the thirty-nine weeks ended November 2, 1997, give effect
to: (i) the Offering and the application of the estimated net proceeds
therefrom; (ii) the amendment and restatement of the Senior Credit Facility
on December 8, 1997; and (iii) the termination of the Management Agreement
upon the consummation of the Offering, as if all of such had been
consummated at the beginning of fiscal 1997. See "Use of Proceeds,"
"Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial
Data," and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

(7) EBITDA represents income before net interest expense, provision for income
taxes, depreciation and amortization expense, other non-cash charges
(including the $12.9 million charge described in note (5) above),
extraordinary items and non-recurring charges. While EBITDA is not intended
to represent cash flow from operations as defined by generally accepted
accounting principles ("GAAP") (and should not be considered as an
indicator of operating performance or an alternative to cash flow (as
measured by GAAP)), it is included herein to provide additional information
with respect to the ability of the Company to meet its future debt service,
capital expenditure and working capital requirements. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The computation of EBITDA for each of the respective periods shown is as
follows (in thousands):

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
FISCAL YEAR -------------------------
----------------------------- OCTOBER 27, NOVEMBER 2,
1994 1995 1996 1996 1997
------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Income (loss) before income taxes and extraordinary
gain................................................... $ 8,834 $(14,541) $(36,518) $10,581 $ 6,409
Plus: Interest expense................................... 10,343 14,379 20,691 10,917 29,815
Depreciation and amortization expenses.............. 13,105 16,261 19,225 14,538 14,866
Non-recurring Acquisition and Financings expenses... -- -- 32,637 -- 584
Other non-recurring and non-cash charges............ -- -- 14,509 -- --
------- -------- -------- ----------- -----------
Total............................................ $32,282 $ 16,099 $ 50,544 $36,036 $51,674
======= ======== ======== ========== ===========
</TABLE>

EBITDAR represents EBITDA plus operating lease rental expense. Because the
proportion of stores leased versus owned varies among the industry
competitors, the Company believes that EBITDAR permits a meaningful
comparison of operating performance among industry competitors. The
Company leases substantially all of its stores.

(8) Represents sales to commercial accounts, including sales from stores
without Commercial Sales Centers.

(9) Total store square footage is based on the Company's actual store formats
and includes normal selling, office, stockroom and receiving space. Average
net sales per store and average net sales per store square foot are based
on the average of beginning and ending number of stores and store square
footage and are not weighted to take into consideration the actual dates of
store openings, closings or expansions.

(10) Comparable store net sales data is calculated based on the change in net
sales commencing after the time a new store has been open twelve months.
The first twelve months during which a new store is open are not included
in the comparable store calculation. Relocations are included in comparable
store net sales from the date of opening.

(11) As adjusted to reflect the amendment and restatement of the Senior Credit
Facility on December 8, 1997, and the equity and debt financings associated
with the Trak West Acquisition. See "Capitalization."

(12) As further adjusted to reflect the Offering and the application of the
estimated net proceeds therefrom. See "Use of Proceeds" and
"Capitalization."

8
<PAGE> 10

RISK FACTORS

Prospective purchasers of shares of Common Stock should consider carefully
the following risk factors relating to the Offering and the business of the
Company, together with information and financial data set forth elsewhere in
this Prospectus, prior to making an investment decision.

ABILITY TO IMPLEMENT AND MANAGE GROWTH STRATEGY

In order to improve its future operating results, the Company has
undertaken certain initiatives, including implementation of the Company's store
growth strategy, which is based, in part, on expanding selected stores,
relocating existing stores and adding new stores primarily in markets currently
served by the Company. The future growth and financial performance of the
Company are, therefore, dependent upon a number of factors, including the
Company's ability to locate and obtain acceptable store sites, negotiate
favorable lease terms, complete the construction of new and relocated stores in
a timely manner, hire, train and retain competent managers and associates, and
integrate new stores into the Company's systems and operations. There can be no
assurance that the Company's opening of new stores in markets already served by
the Company will not adversely affect existing store profitability. There also
can be no assurance that the Company will be able to manage its growth
effectively. In addition, there can be no assurance that the Company will be
successful in integrating acquired stores into its systems in a timely manner.
See "Business -- Store Growth Strategy."

SUBSTANTIAL LEVERAGE AND DEBT SERVICE OBLIGATIONS

The Company is highly leveraged. After giving effect to the Offering, the
Company will have an aggregate of approximately $250.0 million of outstanding
indebtedness for borrowed money. The degree to which the Company is leveraged
could have important consequences to holders of the Common Stock, including the
following: (i) the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions or general corporate purposes may be
impaired; (ii) a substantial portion of the Company's cash flow from operations
must be dedicated to the payment of interest on the Company's indebtedness,
thereby reducing the funds available to the Company for other purposes; (iii)
indebtedness under Auto's Amended and Restated Senior Credit Facility (the
"Senior Credit Facility") will be at variable rates of interest, which will
cause the Company to be vulnerable to increases in interest rates; (iv) the
Company may be hindered in its ability to adjust rapidly to changing market
conditions; and (v) the Company's substantial degree of leverage could make it
more vulnerable in the event of a downturn in general economic conditions or in
its business.

RESTRICTIVE LOAN COVENANTS

The Senior Credit Facility imposes upon Auto certain financial and
operating covenants including, among other things, requirements that Auto
maintain certain financial ratios and satisfy certain financial tests,
limitations on capital expenditures, and restrictions on the ability of the
Company to incur indebtedness, pay dividends and take certain other corporate
actions. All of these restrictions may impair the Company's ability to expand or
to pursue its business strategies. The Senior Credit Facility requires that,
under certain circumstances, Auto make prepayments of the term loans outstanding
thereunder with (i) 50% of any Excess Cash Flow (as defined therein) and (ii) a
portion of the Net Proceeds (as defined therein) from certain offerings of the
Company's voting stock, including the Offering. See "Use of Proceeds" and
"Description of Certain Indebtedness -- Senior Credit Facility."

In addition to the limits imposed by the Senior Credit Facility,
instruments evidencing future borrowings by the Company will likely contain
similar restrictions. Changes in economic or business conditions, results of
operations or other factors could in the future cause a violation of one or more
covenants in the Company's debt instruments, entitling the holders of such
indebtedness to declare the indebtedness immediately due and payable. There can
be no assurance that the assets of the Company will be sufficient to repay any
such accelerated indebtedness and any other indebtedness containing
cross-default provisions to such indebtedness.

9
<PAGE> 11

PREVIOUS LOSSES

The Company incurred net losses during four of its last five fiscal years,
including a loss of $3.9 million in fiscal 1992, $1.2 million in fiscal 1993,
$9.1 million in fiscal 1995 and $24.7 million in fiscal 1996. The Company also
incurred an operating loss of $0.2 million in fiscal 1995. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." While
income before taxes for fiscal 1996 would have been $10.6 million before
non-recurring Acquisition and Financings expenses and provisions for store
closings and other non-recurring charges, $10.6 million for the thirty-nine
weeks ended October 27, 1996 and $6.4 million for the thirty-nine weeks ended
November 2, 1997, there can be no assurance that the Company will be profitable
or achieve continued growth in operating performance.

COMPETITION

The retail sale of automotive parts and accessories is highly competitive.
The Company competes primarily with national and regional retail automotive
parts chains, wholesalers or jobber stores (some of which are associated with
national parts distributors or associations), automobile dealers that supply
manufacturer parts and mass merchandisers that carry automotive replacement
parts and accessories. Some of the Company's competitors have greater financial
resources, are more geographically diverse and have greater name recognition
than the Company. See "Business -- Competition."

DEPENDENCE ON EXECUTIVE OFFICERS

The Company's success depends on the efforts of its executive officers. No
assurance can be given that the loss of one or more of the Company's executive
officers would not have an adverse impact on the Company. The Company does not
maintain "key person" life insurance with respect to its executive officers. The
Company's continued success will also be dependent upon its ability to retain
existing, and attract additional, qualified personnel to meet the Company's
needs. See "Management -- Directors and Executive Officers."

ECONOMIC AND WEATHER CONDITIONS; REGIONAL CONCENTRATION

All of the Company's stores are located in the Western United States. As a
result, the Company's business is sensitive to the economic and weather
conditions of that region. In recent years, certain parts of that region have
experienced economic recessions and extreme weather conditions. Although
temperature extremes tend to enhance sales by causing a higher incidence of
parts failure and increasing sales of seasonal products, unusually severe
weather can reduce sales by causing deferral of elective maintenance. No
prediction can be made as to future economic or weather conditions in the
regions in which the Company operates.

CONTROL BY PRINCIPAL STOCKHOLDERS; PROCEEDS TO AFFILIATES

Upon consummation of the Offering, members of the Investcorp Group (as
defined herein) and the Carmel Trust, a trust governed by the laws of Canada
("Carmel"), will own, in the aggregate, approximately % of the outstanding
shares of Common Stock. Until such time, if ever, that there is a significant
decrease in the percentage of outstanding shares held by such stockholders,
these stockholders will be able to control the Company through their ability to
determine the outcome of votes of stockholders regarding, among other things,
election of directors and approval of significant transactions. See "Principal
Stockholders" and "Certain Transactions -- Stockholders' Agreement." As a result
of the redemption of the 12% Subordinated Notes (as defined herein), a
substantial portion of the net proceeds of the Offering will be paid to an
affiliate of Carmel and an entity in which Investcorp formerly held a minority
interest. See "Use of Proceeds" and "Certain Transactions."

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of Common Stock in the Offering will experience immediate and
substantial dilution in the net tangible book value of the Common Stock. As of
November 2, 1997, as adjusted to reflect the amendment

10
<PAGE> 12

and restatement of the Senior Credit Facility on December 8, 1997, and the debt
and equity financings associated with the Trak West Acquisition, the net
tangible book value per share was a deficit of $ . As of such date, existing
stockholders would experience an immediate increase in net tangible book value
per share of $ and new investors purchasing shares in the Offering
would experience immediate dilution in net tangible book value per share of
$ . See "Dilution."

EFFECT OF CHANGE OF CONTROL AND STATUTORY PROVISIONS

The Senior Credit Facility and the indenture governing the 11% Senior
Subordinated Notes (as defined herein) contain provisions that, under certain
circumstances, will cause such indebtedness to become due upon the occurrence of
a change of control of the Company, including the election to the Board of
Directors of a majority of directors that were not nominated by the Investcorp
Group. Upon the consummation of the Offering, a majority of the Board of
Directors will be nominees of the Investcorp Group. See "Description of Certain
Indebtedness." These provisions could have the effect of making it more
difficult for a third party to acquire control of the Company.

The Company is subject to the anti-takeover provisions of Section 203 of
the Delaware General Corporation Law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. See "Description of
Capital Stock -- Certain Provisions of Delaware Law."

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY IN PRICE OF COMMON STOCK

Prior to the Offering, there has been no public market for the Common
Stock. Application will be made to list the Common Stock on the . Even if
the Common Stock is listed on the , there can be no assurance that an
active public market for the Common Stock will develop or be sustained after the
Offering. The initial public offering price will be determined by negotiations
between the Company and the representatives of the Underwriters, and may bear no
relationship to the market price of the Common Stock
after the Offering. See "Underwriting." Subsequent to the Offering, prices for
the Common Stock will be determined by the market and may be influenced by a
number of factors, including the depth and liquidity of the market for the
Common Stock, investor perceptions of the Company and other automotive parts
companies and general economic and other conditions. In addition, the stock
market may experience volatility that affects the market prices of companies in
ways unrelated to the operating performance of such companies, and such
volatility could adversely affect the market price of the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, shares of Common Stock will be
outstanding. The shares ( if the over-allotment option is
exercised in full) sold in the Offering will be freely transferable without
restriction under the Securities Act of 1933, as amended (the "Securities Act"),
except for shares acquired by "affiliates" of the Company as that term is
defined under the Securities Act. Of the remaining outstanding shares
of Common Stock (assuming exercise of the over-allotment option), were
sold in offshore distributions under Regulation S to members of the Investcorp
Group within the past year, were sold in offshore distributions under
Regulation S to members of the Investcorp Group more than one year ago and
are deemed to be restricted securities. Pursuant to Rule 701 under the
Securities Act, of the restricted securities will be available for
resale in the public market without restriction commencing 90 days after the
date of this Prospectus. Commencing 90 days after the date of this Prospectus,
all of the remaining restricted securities are eligible for sale in the public
market in compliance with Rule 144 under the Securities Act. Subject to certain
exceptions, the Company and all of the present stockholders of the Company have
agreed that they will not offer, issue, pledge, sell, transfer or otherwise
dispose of any shares of Common Stock or securities convertible into or
exercisable or exchangeable for shares of Common Stock for a period of 180 days
after the date of this Prospectus without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. See "Principal
Stockholders" and "Underwriting."

11
<PAGE> 13

At the expiration of the -day period described above, or earlier with
the written consent of Donaldson, Lufkin & Jenrette Securities Corporation, the
holders of shares of Common Stock will have the right to sell shares
of the Common Stock without regard to the volume or the other limitations of
Rule 144 under the Securities Act.

The Company intends to file a registration statement on Form S-8 under the
Securities Act to register the sale of the shares of Common Stock
reserved for issuance under the Plans. As a result, any shares issued upon
exercise of stock options granted under any such plan will be available, subject
to special rules for affiliates, for resale in the public market after the
effective date of such registration statement, subject to applicable lock-up
arrangements. See "Management -- 1996 Associate and Executive Stock Option
Plans."

No prediction can be made as to the effect, if any, that future sales of
shares of Common Stock or the availability of shares of Common Stock for future
sale would have on the market price of the Common Stock prevailing from time to
time. Sales of substantial amounts of Common Stock in the public market
following the Offering, or the perception that such sales could occur, could
have an adverse effect on prevailing market prices for the Common Stock. See
"Shares Eligible for Future Sale" and "Underwriting."

12
<PAGE> 14

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of
shares of Common Stock offered hereby are estimated to be
approximately $139.0 million after deducting estimated underwriting discounts
and commissions and estimated offering expenses ($160.0 million if the
Underwriters' over-allotment option is exercised in full). The Company intends
to use the net proceeds for:

(i) the redemption of $50.0 million in aggregate principal amount of
the 12% Subordinated Notes for approximately $50.5 million
(including a redemption premium of 1%, or $0.5 million);

(ii) the redemption of $43.8 million in aggregate principal amount of
the 11% Senior Subordinated Notes for approximately $48.1 million
(including a redemption premium of 10%, or $4.4 million); and

(iii) the repayment of approximately $40.4 million of outstanding
indebtedness under the Senior Credit Facility ($61.4 million if
the Underwriters' over-allotment option is exercised in full).

For further information on the interest rates, maturity and other terms of
the Senior Credit Facility, the 11% Senior Subordinated Notes and the 12%
Subordinated Notes, see "Description of Certain Indebtedness" and "Certain
Transactions."

DIVIDEND POLICY

The Company currently does not intend to pay any dividends on the Common
Stock in the foreseeable future.

The Company is a holding company with no business operations of its own.
The Company therefore is dependent upon payments, dividends and distributions
from Auto for funds to pay dividends to stockholders of the Company. Auto
currently intends to retain any earnings for support of its working capital,
repayment of indebtedness, capital expenditures and other general corporate
purposes. Auto has no current intention of paying dividends or making other
distributions to the Company in excess of amounts necessary to pay the Company's
operating expenses and taxes. The Senior Credit Facility and the indenture
governing the 11% Senior Subordinated Notes contain restrictions on Auto's
ability to pay dividends or make payments or other distributions to the Company.
See "Description of Certain Indebtedness."

13
<PAGE> 15

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of November 2, 1997, and is (i) "as adjusted" to reflect the
amendment and restatement of the Senior Credit Facility on December 8, 1997, and
the funding of the Trak West Acquisition with a $22.0 million equity investment
by affiliates of the Company's existing stockholders and $13.6 million of
additional borrowings under the Senior Credit Facility, and (ii) "as further
adjusted" to reflect the sale by the Company of shares offered hereby
at an assumed initial public offering price of $ per share and the
application of the estimated net proceeds therefrom as set forth under the
caption "Use of Proceeds":

<TABLE>
<CAPTION>
AS OF NOVEMBER 2, 1997
----------------------------------------
(IN THOUSANDS)
AS FURTHER
ACTUAL AS ADJUSTED ADJUSTED
--------- ----------- ----------
<S> <C> <C> <C>
Cash and cash equivalents............................... $ 6,316 $ 6,316 $ 6,316
======== ========= =========
Long-term debt (including current portion):
Senior Credit Facility:(1)
Revolving credit facility.......................... $ 74,000 $ 13,600 $ 13,600
Term loan.......................................... 99,500 175,000 134,625
11% Senior Subordinated Notes......................... 125,000 125,000 81,250
12% Subordinated Notes................................ 50,000 50,000 --
Capital lease obligations............................. 20,544 20,544 20,544
-------- --------- ---------
Total long-term debt.......................... 369,044 384,144 250,019
Stockholders' equity (deficit):
Common stock(2)....................................... 10 11
Additional paid-in capital(3)......................... 106,838 127,837 266,848
Accumulated deficit(4)................................ (199,207) (202,472) (211,918)
-------- --------- ---------
Total stockholders' equity (deficit).......... (92,359) (74,624) 54,930
-------- --------- ---------
Total capitalization.......................... $ 276,685 $ 309,520 $ 304,949
======== ========= =========
</TABLE>

- ---------------

(1) The amendment and restatement of the Senior Credit Facility on December 8,
1997, provided for, among other things, a $75.5 million increase in the term
loan to $175.0 million and a $25.0 million increase in the availability
under the revolving credit facility to $125.0 million and a reduction in the
applicable interest rates. The Company incurred approximately $1.5 million
in fees in connection with such amendment and restatement.

(2) Excludes shares subject to options, outstanding upon the
consummation of the Offering and additional shares reserved for
issuance pursuant to options available for grant under the Company's 1996
Associate and Executive Stock Option Plans. See "Management -- 1996
Associate and Executive Stock Option Plans."

(3) The "as adjusted" amount reflects the additional equity investment by
affiliates of the Company's existing stockholders, net of applicable
placement fees. See "Certain Transactions."

(4) The Company estimates that it will record an extraordinary loss of
approximately $3.3 million, net of taxes, in connection with the write-off
of a portion of deferred debt issuance costs associated with the amendment
and restatement of the Senior Credit Facility on December 8, 1997. In
addition, the Company estimates that it will record an extraordinary loss of
approximately $6.9 million, net of taxes, upon the closing of the Offering,
consisting of the premiums to be paid in connection with the redemption of
indebtedness and the write-off of a portion of deferred debt issuance costs.
In addition, upon consummation of the Offering, the Company estimates that
it will record a one-time charge of approximately $2.5 million, net of
taxes, relating to the unamortized portion of deferred management fees to be
written-off in connection with the termination of the Management Agreement.
See "Use of Proceeds," "Unaudited Pro Forma Condensed Consolidated Financial
Data" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

14
<PAGE> 16

DILUTION

The net tangible book value of the Company as of November 2, 1997, as
adjusted to reflect the amendment and restatement of the Senior Credit Facility
on December 8, 1997, and the debt and equity financings associated with the Trak
West Acquisition, was a deficit of approximately $74.6 million, or approximately
$ per share of Common Stock. This deficit is primarily attributable to the
redemption of the Company's stock held by Carmel in connection with the
Acquisition and Financings. Net tangible book value (deficit) per share
represents the excess of the total tangible assets of the Company over total
liabilities and divided by the number of shares of Common Stock outstanding.
After giving effect to the sale of the shares of Common Stock offered
hereby at an assumed initial public offering price of $ per share and after
deducting the estimated underwriting discounts and commissions and estimated
offering expenses, the pro forma net tangible book value of the Company as of
November 2, 1997 would have been $54.9 million, or approximately $ per share
of Common Stock. This represents an immediate increase in net tangible book
value of $ per share of Common Stock to existing stockholders and an
immediate dilution of $ per share to new investors purchasing shares in the
Offering. Dilution per share represents the difference between the price per
share to be paid by new investors and the net tangible book value per share of
Common Stock after giving effect to the Offering.

The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.................... $
Deficit in net tangible book value per share as of November 2,
1997 (as adjusted)............................................ $( )
Increase in net tangible book value per share attributable to the
Offering......................................................
--------
Pro forma net tangible book value per share, as adjusted for the
Offering......................................................... ( )
-------
Dilution per share to new investors................................ $
=======
</TABLE>

The following table summarizes, on a pro forma basis as of November 2,
1997, after giving effect to the Offering, the number of shares of Common Stock
purchased from the Company, the total consideration paid to the Company and the
average price per share paid by existing stockholders and the new investors in
the Offering:

<TABLE>
<CAPTION>
TOTAL AVERAGE
SHARES PURCHASED CONSIDERATION PRICE
------------------ ------------------ PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------ ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders.................
New investors.........................
------ ------- ------ -------
Total.......................
====== ===== ====== =====
</TABLE>

As of November 2, 1997, there were options outstanding to purchase a total
of shares of Common Stock at a weighted average exercise price of
$ per share. To the extent outstanding options are exercised, there will be
further dilution to new investors. See "Management -- 1996 Associate and
Executive Stock Option Plans" and "Shares Eligible for Future Sale."

15
<PAGE> 17

ACQUISITION AND FINANCINGS

In October 1996, certain affiliates of INVESTCORP S.A. ("Investcorp") and
certain other investors (collectively with Investcorp, the "Investcorp Group")
acquired a 51% common equity interest in the Company for $105.0 million in cash
from Carmel, which previously had held 100% of the common equity interests in
the Company. A corporation in which an affiliate of Investcorp held a minority
interest also purchased $40.0 million in aggregate principal amount of the
Company's 12% Subordinated Notes for $40.0 million in cash, and the Company in
turn purchased $40.0 million of preferred stock of Auto. Transatlantic Finance,
Ltd., an affiliate of Carmel ("Transatlantic," and with Carmel, the "Carmel
Group") purchased $10.0 million in aggregate principal amount of the 12%
Subordinated Notes, and the Company in turn purchased $10.0 million of preferred
stock of Auto. Auto then borrowed $100.0 million under the Senior Credit
Facility, which together with the net proceeds from the sale of $125.0 million
of Auto's 11% Senior Subordinated Notes due 2006 and the net proceeds from the
sale by Auto to the Company of $50.0 million of preferred stock, following a
dividend to the Company by Auto, was used to redeem the stock of the Company
held by Carmel for $238.5 million. Carmel then purchased from the Company for
$100.9 million a 49% common equity interest in the Company. The foregoing
transactions are referred to collectively as the "Acquisition and Financings."
Following the Acquisition and Financings, the Investcorp Group owned a 51%
common equity interest in the Company, a corporation in which an affiliate of
Investcorp held a minority interest owned $40.0 million in aggregate principal
amount of 12% Subordinated Notes, Carmel owned a 49% common equity interest in
the Company, Transatlantic owned $10.0 million in aggregate principal amount of
12% Subordinated Notes and the Company owned 100% of the common equity and $50.0
million of preferred stock of Auto. The Company intends to use a portion of the
net proceeds of the Offering to redeem the 12% Subordinated Notes. See "Use of
Proceeds" and "Certain Transactions."

16
<PAGE> 18

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The following unaudited pro forma condensed statements of operations (the
"Pro Forma Financial Data") has been prepared by the Company's management from
the Company's Consolidated Financial Statements and Notes thereto included
elsewhere in this Prospectus. The unaudited pro forma condensed consolidated
statement of operations for the fiscal year ended February 2, 1997 reflects
adjustments to give effect to the Acquisition and Financings, the amendment and
restatement of the Senior Credit Facility on December 8, 1997, and the Offering
and the application of the net proceeds therefrom, as if all of such had been
consummated and were effective as of the beginning of fiscal 1996. See
"Acquisition and Financings." The unaudited pro forma condensed statement of
operations for the thirty-nine weeks ended November 2, 1997, reflects
adjustments to give effect to the amendment and restatement of the Senior Credit
Facility on December 8, 1997, and the Offering and the application of the net
proceeds therefrom, as if each had been consummated and were effective as of the
beginning of fiscal 1997. The Pro Forma Financial Data do not give effect to the
Trak West Acquisition or the debt and equity financings associated with such
acquisition.

The financial effects of the above-described transactions as presented in
the Pro Forma Financial Data are not necessarily indicative of the Company's
results of operations which would have been obtained had the transactions
actually occurred on the date described above, nor are they necessarily
indicative of the results of future operations. The Pro Forma Financial Data
should be read in conjunction with the Notes thereto, which are an integral part
thereof, the Consolidated Financial Statements and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FISCAL YEAR ENDED FEBRUARY 2, 1997

<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net sales................................................. $ 793,092 -- $ 793,092
Cost of sales............................................. 463,374 -- 463,374
---------- ----------- ---------
Gross profit.............................................. 329,718 -- 329,718
Operating and administrative expenses..................... 298,004 $ (250)(1) 297,754
Store closing costs....................................... 14,904 -- 14,904
Acquisition charge -- equity participation agreements..... 20,174 (20,174)(2) --
---------- ----------- ---------
Income (loss) from operations............................. (3,364) 20,424 17,060
Other Acquisition and Financings expenses................. 12,463 (12,463)(2) --
Interest expense, net..................................... 20,691 1,011(3) 21,702
---------- ----------- ---------
Income (loss) before provision for taxes.................. (36,518) 31,876 (4,642)
Provision (benefit) for income taxes...................... (11,859) 10,352(4) (1,507)
---------- ----------- ---------
Net income (loss)............................... $ (24,659) $ 21,524 $ (3,135)
======== ========= ========
Net income (loss) per share.....................
Weighted average shares outstanding.............
</TABLE>

THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1997

<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net sales................................................. $ 636,465 -- $ 636,465
Cost of sales............................................. 358,917 -- 358,917
---------- ----------- ---------
Gross profit.............................................. 277,548 -- 277,548
Operating and administrative expenses..................... 239,932 $ (750)(1) 239,182
Store closing costs....................................... 1,392 -- 1,392
---------- ----------- ---------
Income from operations.................................... 36,224 750 36,974
Interest expense, net..................................... 29,815 (12,640)(3) 17,175
---------- ----------- ---------
Income before provision for taxes......................... 6,409 13,390 19,799
Provision for income taxes................................ 2,471 5,162(4) 7,633
---------- ----------- ---------
Net income...................................... $ 3,938 $ 8,228 $ 12,166
======== ========= ========
Net income per share............................
Weighted average shares outstanding.............
</TABLE>

See accompanying notes to the unaudited pro forma condensed consolidated
statement of operations.

17
<PAGE> 19

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

(1) Represents the elimination of the amortization of management fees incurred
under the Management Agreement, which will be terminated upon consummation
of the Offering. See "Certain Transactions."

(2) Amounts hereunder reflect certain non-recurring charges which were incurred
in October 1996 when the Acquisition and Financings were consummated,
including the following: (i) amounts paid to members of management pursuant
to existing equity participation agreements of $19.9 million ($20.2 million
including a provision for estimated payroll taxes thereon), and (ii)
expenses incurred in connection with the Acquisition and Financings of $12.5
million. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Effect of Acquisition and Financings" and
"Management -- Equity Participation Agreements."

(3) The interest expense adjustment is as follows (in thousands):

<TABLE>
<CAPTION>
FISCAL YEAR THIRTY-NINE
ENDED WEEKS ENDED
FEBRUARY 2, NOVEMBER 2,
1997 1997
----------- -----------
<S> <C> <C>
ACQUISITION AND FINANCINGS ADJUSTMENTS:
Historical interest expense on prior credit
agreement.......................................... $ (7,104) $ --
Amortization of deferred financing fees written-off
upon retirement of prior credit agreement.......... (950) --
Interest expense on the Senior Credit Facility
assuming a composite interest rate of 9.0%......... 9,042 --
Interest expense on the 11% Senior Subordinated
Notes.............................................. 10,313 --
Interest expense on the 12% Subordinated Notes....... 4,500 --
Amortization of deferred financing fees for the
Senior Credit Facility, the 11% Senior Subordinated
Notes and the 12% Subordinated Notes............... 2,058 --

OTHER ADJUSTMENTS:
Interest and amortization expense reduction resulting
from the Offering.................................. (15,057) (11,195)
Interest expense reduction resulting from the
amendment and restatement of the Senior Credit
Facility........................................... (1,791) (1,445)
-------- --------
Total interest expense adjustment.......... $ 1,011 $ (12,640)
======== ========
</TABLE>

(4) Represents the tax effect of the foregoing adjustments.

18
<PAGE> 20

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated statement of
operations, balance sheet and operating data of the Company. The selected
statement of operations and balance sheet data for the fiscal year ended
February 2, 1997 are derived from the Company's Consolidated Financial
Statements, which have been audited by Coopers & Lybrand L.L.P., independent
accountants, and appear elsewhere herein. The selected statement of operations
and balance sheet data for each of the two fiscal years during the period ended
January 28, 1996 are derived from the Company's Consolidated Financial
Statements, which have been audited by Price Waterhouse LLP, independent
accountants, and appear elsewhere herein. The selected statements of operations
and balance sheet data for each of the two fiscal years during the period ended
January 30, 1994 are derived from the Company's unaudited Consolidated Financial
Statements. The selected statements of operations and balance sheet data for the
thirty-nine weeks ended October 27, 1996 and November 2, 1997 have been derived
from the Company's unaudited Consolidated Financial Statements and include, in
the opinion of the Company's management, all adjustments, consisting only of
normal recurring adjustments, necessary to fairly present the data for such
periods and are not necessarily indicative of the results to be expected for a
full fiscal year or for any future period. The data presented below should be
read in conjunction with the Consolidated Financial Statements and Notes thereto
included elsewhere in this Prospectus, the other financial information included
herein and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED
FISCAL YEAR(1) --------------------
-------------------------------------------------------- OCT. 27, NOV. 2,
1992(2) 1993(2) 1994(3) 1995(4) 1996(5) 1996 1997
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE, SQUARE FOOT AND STORE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Net sales................................... $704,606 $744,541 $688,135 $718,352 $793,092 $592,415 $636,465
Costs and expenses:
Cost of sales............................. 431,861 456,263 410,358 433,817 463,374 349,666 358,917
Operating and administrative.............. 263,384 273,836 255,922 281,387 298,004 218,680 239,932
Store closing costs....................... 943 3,526 2,678 3,310 14,904 2,571 1,392
Acquisition charge........................ -- -- -- -- 20,174 -- --
-------- -------- -------- -------- -------- -------- --------
Operating profit (loss)..................... 8,418 10,916 19,177 (162) (3,364) 21,498 36,224
Other Acquisition and Financings expenses... -- -- -- -- 12,463 -- --
Loss on sale of subsidiary.................. -- 1,056 -- -- -- -- --
Interest expense, net....................... 12,362 11,752 10,343 14,379 20,691 10,917 29,815
-------- -------- -------- -------- -------- -------- --------
Income (loss) before taxes and extraordinary
gain...................................... (3,944) (1,892) 8,834 (14,541) (36,518) 10,581 6,409
Income tax expense (benefit)................ -- (731) 68 (5,447) (11,859) 4,148 2,471
-------- -------- -------- -------- -------- -------- --------
Income (loss) before extraordinary gain..... (3,944) (1,161) 8,766 (9,094) (24,659) 6,433 3,938
Extraordinary gain.......................... -- -- 97,186 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss)........................... $ (3,944) $ (1,161) $105,952 $ (9,094) $(24,659) $ 6,433 $ 3,938
======== ======== ======== ======== ======== ======== ========
OTHER DATA
EBITDA (6).................................. $ 21,406 $ 23,102 $ 32,282 $ 16,099 $ 50,544 $ 36,036 $ 51,674
EBITDAR (6)................................. 60,922 58,595 70,964 61,453 98,450 74,243 94,403
Capital expenditures........................ 5,031 14,910 14,597 11,640 6,317 3,426 12,468
Commercial sales (7)........................ 7,531 18,602 32,630 60,840 89,551 66,155 87,703
Net cash provided by (used in) operating
activities................................ 10,481 17,569 15,120 1,354 (38,366) 15,855 (16,139)
Net cash (used in) investing activities..... (4,582) (14,943) (18,983) (7,888) (10,686) (5,397) (14,297)
Net cash provided by (used in) financing
activities................................ (4,503) 227 (5,383) 8,028 49,911 (9,310) 31,529
SELECTED ADDITIONAL OPERATING DATA
Number of stores (end of period)............ 524 538 544 566 580 575 606
Total store square footage (000s) (end of
period)................................... 2,789 2,992 3,097 3,329 3,631 3,527 4,014
Average net sales per store (8)............. $ 1,098 $ 1,215 $ 1,272 $ 1,294 $ 1,384 $ 1,039 $ 1,073
Average net sales per store square
foot(8)................................... 207 223 226 224 228 172 167
Percentage increase in comparable store net
sales (9)................................. 14% 10% 5% 2% 6% 6% 5%
</TABLE>

19
<PAGE> 21

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED
FISCAL YEAR(1) --------------------
--------------------------------------------------------- OCT. 27, NOV. 2,
1992(2) 1993(2) 1994(3) 1995(4) 1996(5) 1996 1997
--------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Net working capital..................... $ 90,653 $ 78,003 $ 77,627 $ 81,048 $121,157 $ 91,184 $156,808
Total assets............................ 334,739 294,806 350,830 391,319 443,986 393,530 490,268
Total debt (including current
maturities)........................... 198,593 187,807 105,601 122,003 285,680 116,172 369,044
Stockholders' equity (deficit).......... (35,700) (36,861) 69,091 59,997 (102,263) 66,431 (92,359)
</TABLE>

- ---------------

(2) The Company was formed in July 1993 as a holding company for an entity which
owned (i) Auto, (ii) another retailer of automotive parts and accessories,
and (iii) other immaterial operations. The information provided for fiscal
1992 and fiscal 1993 prior to the formation of the Company reflects the
operations of this entity on a predecessor basis, all of which operations
other than Auto were sold, liquidated or disposed of prior to December 31,
1993.

(4) Results of operations in fiscal 1995 include the following non-recurring
items: (i) cost of sales includes preopening expenses of $1.6 million
associated with the opening of the new distribution center in Phoenix,
Arizona; and (ii) operating and administrative expenses include $5.3 million
of non-recurring software development costs associated with the new
store-level information systems installed by the Company during fiscal 1995.
In addition, the Company believes that its operations and operating results
were adversely impacted during fiscal 1995 as a result of the start up costs
associated with the implementation of many new initiatives. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

(5) Amounts hereunder reflect certain non-recurring charges which were incurred
in October 1996 when the Acquisition and Financings were consummated,
including the following: (i) amounts paid to members of management pursuant
to existing equity participation agreements of $19.9 million ($20.2 million
including a provision for estimated payroll taxes thereon), of which $9.9
million was paid in October 1996 (the remaining balance was paid in November
1997), and (ii) expenses incurred in connection with the Acquisition and
Financings of $12.5 million. Amounts hereunder also include a charge of
$12.9 million for store relocations. See "Management -- Equity Participation
Agreements," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Note 12 to Consolidated Financial Statements.

(6) EBITDA represents income before net interest expense, provision for income
taxes, depreciation and amortization expense, other non-cash charges
(including the $12.9 million charge described in note (5) above),
extraordinary items and non-recurring charges. While EBITDA is not intended
to represent cash flow from operations as defined by GAAP (and should not be
considered as an indicator of operating performance or an alternative to
cash flow (as measured by GAAP)), it is included \herein to provide
additional information with respect to the ability of the Company to meet
its future debt service, capital expenditure and working capital
requirements. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

20
<PAGE> 22

The computation of EBITDA for each of the respective periods shown is as
follows (in thousands):

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED
FISCAL YEAR ------------------
------------------------------------------------- OCT. 27, NOV. 2,
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before income taxes and
extraordinary gain....................... $(3,944) $(1,892) $ 8,834 $(14,541) $(36,518) $10,581 $ 6,409
Plus:
Interest expense, net...................... 12,362 11,762 10,343 14,379 20,691 10,917 29,815
Depreciation and amortization expense...... 12,988 12,176 13,105 16,261 19,225 14,538 14,866
Non-recurring Acquisition and Financings
expenses................................. -- -- -- -- 32,637 -- 584
Other non-recurring and non-cash charges... -- 1,056 -- -- 14,509 -- --
------- ------- ------- -------- -------- -------- -------
Total:............................. $21,406 $23,102 $32,282 $ 16,099 $ 50,544 $36,036 $51,674
======= ======= ======= ======== ======== ======= =======
</TABLE>

(7) Represents sales to commercial accounts, including sales from stores without
Commercial Sales Centers.

(8) Total store square footage is based on the Company's actual store formats
which include normal selling, office, stockroom and receiving space. Average
net sales per store and average net sales per store square foot are based on
the average of beginning and ending number of stores and store square
footage and are not weighted to take into consideration the actual dates of
store openings, closings or expansions.

(9) Comparable store net sales data is calculated based on the change in net
sales commencing after the time a new store has been open twelve months. The
first twelve months a new store is open are not included in the comparable
store calculation. Relocations are included in comparable store net sales
from the date of opening.

21
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

As used in this section, fiscal 1996 represents the 53 weeks ended February
2, 1997; fiscal 1995 represents the 52 weeks ended January 28, 1996; fiscal 1994
represents the 52 weeks ended January 29, 1995.

GENERAL

The Company is the largest retailer of automotive parts and accessories in
the Western United States and one of the largest such retailers in the United
States. As of December 15, 1997, the Company operated 695 stores as one fully
integrated company primarily under three brand names: Checker Auto Parts,
founded in 1968 and operating in the Southwestern and Rocky Mountain states;
Schuck's Auto Supply, founded in 1917 and operating in the Pacific Northwest;
and Kragen Auto Parts, founded in 1947 and operating primarily in California.
Each has a long operating history, established name recognition and a loyal
customer base. Based on store count, the Company believes that it is the largest
retailer of automotive parts and accessories in 20 of its 27 markets.

Upon the consummation of the Offering, the Company estimates that it will
record an extraordinary loss of approximately $6.9 million, net of taxes. Such
extraordinary loss will consist primarily of the premiums to be paid in
connection with the redemption of indebtedness and the write-off of a portion of
deferred debt issuance costs. In addition, upon the consummation of the
Offering, the Company estimates that it will record a one-time charge of
approximately $2.5 million, net of taxes, relating to the unamortized portion of
deferred management fees to be written-off in connection with the termination of
the Management Agreement. Additionally, in connection with the amendment and
restatement of the Senior Credit Facility on December 8, 1997, the Company
estimates that it incurred an extraordinary loss of approximately $3.3 million,
net of taxes, attributable to the write-off of a portion of deferred debt
issuance costs. See "Use of Proceeds" and "Capitalization." In addition, the
Company expects to incur certain one-time charges in connection with the Trak
West Acquisition. See "-- Trak West Acquisition."

In December 1997, the Company issued million shares of Common
Stock and options to purchase million shares of Common Stock to
certain of the Company's executives. In connection with the issuance of such
Common Stock and options, the Company will recognize a charge to earnings in the
fourth quarter of fiscal 1997 for the difference between the issuance or
exercise price, as the case may be, and the fair market value of the Common
Stock at the date of grant. The Company estimates that such charge will be
approximately $ million, net of taxes.

TRAK WEST ACQUISITION

On December 8, 1997, the Company acquired the 82 Trak West stores located
in the Los Angeles market from Trak Auto Corporation. The Trak West Acquisition
provides the Company with a leading market position and a much greater presence
(a total of 147 stores) in the large, strategically important Los Angeles
market, without adding additional retail square footage to the market. By the
end of the first quarter of fiscal 1998, the Company expects to complete the
conversion of these stores to the Kragen name and store format and the
integration of these stores into the Company's operations. The Company acquired
these stores, which

22
<PAGE> 24

generated aggregate net sales of $90.9 million during the twelve months ended
September 27, 1997, for a total cost of approximately $35.6 million. The Trak
West Acquisition was funded with a $22.0 million equity investment by affiliates
of the Company's existing stockholders and additional bank borrowings.

These acquired stores were generally realizing operating margins
significantly below those of the Company's stores. The Company intends to
increase the revenues and profitability of these stores by significantly
improving their stocking levels, merchandising and customer service. In
addition, the Company intends to introduce its profitable and highly successful
Commercial Sales Program to 43 of the Trak West stores and its Priority Parts
operation to all of the Trak West stores. The Trak West Acquisition will also
enable the Company to capitalize on significant economies of scale as the
acquired stores will be serviced through the Company's existing warehouse and
distribution system. In addition, the Company believes that by increasing its
advertising presence in the Los Angeles market it will improve the financial
performance of the acquired stores as well as the Company's 65 existing Los
Angeles stores.

In connection with the integration of the Trak West stores, the Company
estimates it will incur one-time transition expenses of up to $6.0 million,
consisting primarily of grand opening advertising, training and re-merchandising
costs. The Company believes that such expenses will be recorded during the
fourth quarter of fiscal 1997 and the first quarter of fiscal 1998. In addition,
the Company estimates it will incur one-time capital expenditures of
approximately $6.0 million, consisting primarily of expenditures related to
equipment, store fixtures, signage and the installation of the Company's
store-level information systems in the Trak West stores. The Company believes
that such capital expenditures will be incurred primarily during the fourth
quarter of fiscal 1997 and the first quarter of fiscal 1998.

EFFECT OF THE ACQUISITION AND FINANCINGS

As a result of the Acquisition and Financings, the Company incurred
approximately $12.5 million in fees and charges which were expensed in the
fourth quarter of 1996 when the Acquisition and Financings were consummated.
Such expenses were comprised of advisory and financing fees and expenses of
approximately $11.5 million and an accrual for financing fees to an affiliate of
Carmel of $1.0 million, which will be paid in March 1998.

In addition, the Company became obligated to certain members of its
management in the amount of approximately $19.9 million under its existing
equity participation agreements. The Company expensed this full amount plus a
provision for estimated payroll taxes thereon during the fourth quarter of
fiscal 1996 when the Acquisition and Financings were consummated and paid $9.9
million (approximately 50% of the total obligation) with proceeds from the
Financings. The Company paid the remaining balance in November 1997, and Carmel
reimbursed the Company for approximately 60% (the estimated after tax cost to
the Company) of the amount of such final payment. Such reimbursement was
recorded as a contribution of capital. See "Management -- Equity Participation
Agreements."

There was no change to the Company's historical carrying value of assets
and liabilities as a result of the Acquisition and Financings, as purchase
accounting was not applicable. See "Acquisition and Financings."

23
<PAGE> 25

RESULTS OF OPERATIONS

The following table sets forth the statement of operations data for the
Company expressed as a percentage of net sales for the fiscal years indicated:

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
FISCAL YEAR --------------------------
----------------------------------------- OCTOBER 27, NOVEMBER 2,
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net sales............................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales........................ 59.6 60.4 58.4 59.0 56.4
----- ----- ----- ----- -----
Gross profit......................... 40.4 39.6 41.6 41.0 43.6
Operating and administrative
expenses........................... 37.2 39.2 37.6 36.9 37.7
Store closing costs.................. 0.4 0.5 1.9 0.4 0.2
Acquisition charge -- equity
participation agreements........... -- -- 2.5 -- --
----- ----- ----- ----- -----
Operating profit (loss).............. 2.8 0.0 (0.4) 3.6 5.7
Acquisition fees..................... -- -- 1.6 -- --
Interest expense, net................ 1.5 2.0 2.6 1.8 4.7
Income tax expense (benefit)......... -- (0.7) (1.5) 0.7 0.4
----- ----- ----- ----- -----
Income (loss) before extraordinary
gain............................... 1.3 (1.3) (3.1) 1.1 0.6
Extraordinary gain................... 14.1 -- -- -- --
----- ----- ----- ----- -----
Net income (loss).................... 15.4% (1.3)% (3.1)% 1.1% 0.6%
===== ===== ===== ===== =====
</TABLE>

Gross profit consists primarily of net sales less the cost of sales and
warehouse and distribution expenses. Gross profit as a percentage of net sales
may be affected by variations in the Company's product mix, price changes in
response to competitive factors and fluctuations in merchandise costs and vendor
programs.

Operating and administrative expenses are comprised of store payroll, store
occupancy, advertising expenses, other store expenses and general and
administrative expenses, including salaries and related benefits of corporate
employees, administrative office occupancy expenses, data processing,
professional expenses and other related expenses.

THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1997 COMPARED TO THIRTY-NINE WEEKS ENDED
OCTOBER 27, 1996

Net sales for the thirty-nine weeks ended November 2, 1997 increased $44.0
million, or 7.4%, over net sales for the comparable period of fiscal 1996.
Comparable store sales increased $26.5 million, or 4.6%, and new stores
contributed $17.5 million to the increase in net sales for the thirty-nine weeks
ended November 2, 1997 over the comparable period of fiscal 1996. Sales to
commercial customers increased 32.6% to $87.7 million for the thirty-nine weeks
ended November 2, 1997, from $66.2 million for the comparable period of fiscal
1996. During the thirty-nine weeks ended November 2, 1997, the Company opened 35
new stores, relocated 28 stores to larger facilities, expanded one store at an
existing location, sold 4 stores and closed 5 stores in addition to those closed
due to relocations. At November 2, 1997, the Company had 606 stores in
operation.

Gross profit for the thirty-nine weeks ended November 2, 1997 was $277.5
million, or 43.6% of net sales, compared to $242.7 million, or 41.0% of net
sales, for the comparable period of fiscal 1996. The increase in gross profit
percentage resulted from the Company's ability to obtain generally better
pricing and more favorable terms from its vendors as a result of the Company's
improving operating results and financial condition. In addition, the Company
has realized an increase in sales of automotive replacement parts which produce
a higher gross profit percentage than other product categories. Gross profit
percentage was also favorably affected by efficiencies produced by the Company's
warehousing and distribution systems. Warehouse and distribution costs decreased
as a percent of net sales to 3.4% for the thirty-nine weeks ended November 2,
1997, compared to 3.7% of net sales for the comparable period of fiscal 1996.

24
<PAGE> 26

Operating and administrative expenses increased by $21.2 million to $239.9
million, or 37.7% of net sales, for the thirty-nine weeks ended November 2, 1997
from $218.7 million, or 36.9% of net sales for the comparable period of fiscal
1996. The increase in this expense as a percentage of net sales is primarily the
result of the incremental operating costs of new stores that are in the early
stages of maturation.

Operating profit increased to $36.2 million, or 5.7% of net sales, for the
third quarter of fiscal 1997, compared to $21.5 million, or 3.6% of net sales,
for the comparable period of fiscal 1996, due to the factors cited above.

Interest expense for the thirty-nine weeks ended November 2, 1997 totaled
$29.8 million, compared to $10.9 million for the thirty-nine weeks ended October
27, 1996. The increase in expense is the result of the issuance by Auto on
October 30, 1996 of $125.0 million of 11% Senior Subordinated Notes due 2006,
the issuance of $50.0 million of the 12% Subordinated Notes and increased
borrowings under the Senior Credit Facility.

As a result of the above factors, net income decreased to $3.9 million for
the thirty-nine weeks ended November 2, 1997, compared to $6.4 million for the
comparable period of fiscal 1996.

Earnings before interest, taxes, depreciation and amortization increased by
$15.7 million to $51.7 million for the thirty-nine weeks ended November 2, 1997,
compared to $36.0 million for the comparable period of fiscal 1996.

FISCAL YEAR ENDED FEBRUARY 2, 1997 COMPARED TO FISCAL YEAR ENDED JANUARY 28,
1996

Net sales for fiscal 1996 increased by $74.7 million, or 10.4%, over net
sales for fiscal 1995. This increase was due to an increase in comparable store
sales of 5.9%, or $42.5 million, and an increase in net sales from new stores of
$32.2 million. The Company believes its comparable store sales have benefited
from the installation of its new store-level information systems, implementation
of its Commercial Sales Program, its store relocation program and its expanded
Priority Parts operation. Sales to commercial customers increased 47.4% to $89.6
million for fiscal 1996 from $60.8 million for fiscal 1995. During fiscal 1996,
the Company opened 19 new stores, relocated 37 stores to larger facilities,
expanded eight stores at existing locations and closed five stores in addition
to relocations.

Gross profit for fiscal 1996 was $329.7 million, or 41.6% of net sales,
compared with $284.5 million, or 39.6% of net sales, during fiscal 1995. The
increase in gross profit percentage resulted from an increase in the sales of
automotive replacement parts which produce a higher gross profit percentage than
other product categories. Gross profit was also favorably impacted due to
efficiencies gained from the Company's new warehouse and distribution systems
which became fully operational in the fourth quarter of fiscal 1995. See
"Business -- Warehouse and Distribution." Warehouse and distribution costs
declined as a percentage of sales to 3.8% for fiscal 1996 from 4.9% for fiscal
1995. The Company believes that it was able to obtain better pricing from its
vendors as a result of improvement in its financial performance and access to
credit during fiscal 1996. These favorable factors were slightly offset in
fiscal 1996 by the lower gross margins on commercial sales as compared to retail
sales.

Operating and administrative expenses for fiscal 1996 increased by $16.6
million over such expenses for fiscal 1995 but, as a percentage of net sales,
decreased to 37.6% from 39.2%. This decrease reflects the Company's ability to
leverage its overhead and fixed expenses with higher sales volume despite an
increase of approximately $3.0 million in depreciation and amortization expense
associated with the equipment installed as part of its investment in store-based
information systems.

In January 1997, the Company updated its strategic plan relating to the
relocation of certain stores. The Acquisition and Financings provided the
Company with greater access to capital resources and the availability of a
sale-leaseback facility, and thereby enhanced the Company's ability to implement
such relocations. While the Company believes that there will be long-term
operating benefits from its store relocation strategy, the Company will incur
costs for early lease terminations or negative sub-lease rentals for stores
vacated under this plan and, accordingly, a charge to earnings of $12.9 million,
which was recorded in January 1997 and increased the provision for store closing
costs to $14.9 million for fiscal 1996 from $3.3 million for fiscal 1995.

25
<PAGE> 27

To recognize all of the Company's obligations under certain pre-existing
equity participation agreements with members of management which arose due to
the Acquisition and Financings, the Company recorded a charge of approximately
$20.2 million in the fourth quarter of fiscal 1996. See Note 2 to Consolidated
Financial Statements. In addition, the Company incurred non-recurring
Acquisition and Financings expenses totaling $12.5 million which consisted
primarily of consulting, legal and accounting fees.

Interest expense for fiscal 1996 was $20.7 million compared to $14.4
million for fiscal 1995. The increase in interest expense was the result of
higher average effective interest rates and the issuance of approximately $181.9
million of new debt in connection with the Acquisition and Financings.

As a result of the above factors, a net loss of $24.7 million was recorded
for fiscal 1996 as compared to a net loss of $9.1 million for fiscal 1995.

FISCAL YEAR ENDED JANUARY 28, 1996 COMPARED TO FISCAL YEAR ENDED JANUARY 29,
1995

Net sales for fiscal 1995 increased by $30.2 million, or 4.4%, over net
sales for fiscal 1994. This increase was due to an increase in net sales from
new stores ($16.1 million) and an increase in comparable store sales of 2.1%
($14.1 million). Comparable stores sales growth was lower than in previous years
primarily because of difficulties relating to hardware and software installed
during the conversion and automation of the Company's two distribution centers,
which caused fill rates to decline from targeted levels of approximately 95% to
as low as 65% during portions of fiscal 1995. This, in turn, resulted in higher
out-of-stock levels with respect to certain products during portions of fiscal
1995. Fill rates by year end had improved to approximately 90%. The results were
further adversely impacted by weak economic conditions in the Company's
California markets. Comparable store sales growth was positively impacted by an
increase in the number of relocated stores in fiscal 1995. Commercial sales were
$60.8 million in fiscal 1995, compared to $32.6 million in fiscal 1994. During
fiscal 1995, the Company opened 24 new stores and relocated 30 stores, expanded
nine stores at existing locations and closed a total of two stores in addition
to relocations.

Gross profit for fiscal 1995 was $284.5 million, or 39.6% of net sales,
compared with $277.8 million, or 40.4% of net sales, during fiscal 1994. The
decrease in gross profit percentage was due primarily to an increase in
warehouse and distribution costs of 0.6% of net sales resulting from the
additional costs incurred (including $1.6 million of pre-opening expenses)
during the automation of the Company's distribution centers and related
difficulties of such automation. The new distribution facilities became fully
operational in the fourth quarter of fiscal 1995. See "Business -- Warehouse and
Distribution."

Operating and administrative expenses for fiscal 1995 increased by $25.5
million over such expenses for fiscal 1994 and, as a percentage of net sales,
increased from 37.2% to 39.2%. The increase in the expense ratio for fiscal 1995
was primarily attributable to the expenses associated with developing and
implementing the store-level information systems including the new POS system,
integration of the POS with the Electronic Parts Catalog, implementation of a
Retail Paperless Management System and installation of a company-wide satellite
communications network, in the aggregate amount of $6.8 million of which $5.3
million represents non-recurring software development costs and $1.5 million
represents an increase in depreciation and amortization expense associated with
equipment installed as part of the investments in store-level systems. In
addition to the direct costs incurred by the Company to develop and implement
these new systems, the Company's store associates were required to spend a
significant amount of time off the sales floor being trained on the use of these
systems, resulting in an increase in store labor during the period. The
Company's out-of-stock position during periods of fiscal 1995 also contributed
to the higher store labor costs as a percentage of net sales as associates were
forced to direct more of their efforts to outsourcing product. Lastly, during
fiscal 1995, the Company expanded its CSCs from 59 to 176 stores. This expansion
caused store labor costs to increase as a percentage of net sales due to the
increased store labor costs required to service commercial customers and the
lower level of sales generated by new CSCs during their start-up phase. As a
result, store labor increased by $9.0 million during fiscal 1995 over fiscal
1994 and, as a percentage of net sales, increased to 12.7% from 12.0%. The
increase in such expenses was offset in part by a reduction in advertising costs
of $4.9 million resulting from the Company limiting its advertising in response
to its reduced in stock position

26
<PAGE> 28

during portions of the fiscal year. Store closing costs increased to $3.3
million in fiscal 1995 compared to $2.7 million for fiscal 1994.

Interest expense for fiscal 1995 was $14.4 million compared to $10.3
million for fiscal 1994. The increase in interest expense was the result of
higher average borrowings and increases in the LIBOR interest rate.

The Company recorded an income tax benefit of $5.4 million in fiscal 1995.
See Note 11 to Consolidated Financial Statements.

As a result of the above factors, the Company incurred a net loss of $9.1
million in fiscal 1995, compared to net income before extraordinary gain of $8.8
million in fiscal 1994.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash requirements include working capital (primarily
inventory), debt service obligations and store fixtures and leasehold
improvements associated with its store growth strategy. The Company intends to
finance such requirements with cash flow from operations, funds from a recently
established leasing facility and borrowings under its revolving credit facility,
which provides total borrowing capacity of $125.0 million, of which $38.2
million was utilized as of December 15, 1997. On November 18, 1997, the Company
reached an agreement in principle with an unrelated third party for the
establishment of a $125.0 million leasing facility that will provide financing
for the acquisition and development of approximately 100 to 125 new stores over
the period of February 1, 1998 through May 31, 1999. The Company believes that
cash flow from operations combined with the availability of funds under the
recently established leasing facility and the revolving credit facility will be
sufficient to support its operations and liquidity requirements for the
foreseeable future.

On December 8, 1997, in connection with the consummation of the Trak West
Acquisition, the Company amended and restated the Senior Credit Facility to
provide maximum borrowings of $300.0 million, subject to the limitations on the
incurrence of indebtedness under the indenture governing the 11% Senior
Subordinated Notes. See "Description of Certain Indebtedness." As amended and
restated, the Senior Credit Facility provides for a $175.0 million term loan and
a revolving credit facility with maximum borrowings of $125.0 million. In
addition to increasing the term loan and revolving credit facility availability
by $75.5 million and $25.0 million, respectively, the amendment and restatement
primarily provided for: (i) an initial reduction in the interest rate for the
term loan and the revolving credit facility and the introduction of a pricing
grid which periodically permits adjustment based upon Auto's degree of leverage;
(ii) the elimination of the previous borrowing base restrictions on revolving
credit borrowings; (iii) capital expenditure "baskets" for the Trak West
Acquisition and for up to $50.0 million of other acquisitions subject to pro
forma compliance with financial covenants; and (iv) a $50.0 million revolving
capital expenditure "basket" of funds that can be used by the Company to finance
store purchase and development activities. Upon the first adjustment date
following the consummation of the Offering and the application of the net
proceeds therefrom, the term loan will bear interest at LIBOR plus 2.00% and
amounts outstanding under the revolving credit facility will bear interest at
LIBOR plus 1.75%. The term loan portion of the Senior Credit Facility matures on
October 31, 2003 and the revolving credit portion matures on October 31, 2001.

The Company intends to open or relocate approximately 130 stores in fiscal
1998 and approximately 150 stores in fiscal 1999. The Company anticipates that
the majority of these new and relocated stores will be financed by
sale-leaseback or similar arrangements structured as operating leases that
require no net capital expenditures by the Company except for fixtures and store
equipment. For the remainder of its planned new and relocated stores, the
Company expects to spend approximately $120,000 per store for leasehold
improvements. In addition to capital expenditures, each of the Company's new
stores will require an investment in working capital, principally for
inventories, of approximately $300,000. A substantial portion of these
inventories are expected to be financed through vendor payables. Pre-opening
expenses consisting primarily of store set-up costs and training of new store
associates, average between $35,000 and $40,000 per store and are expensed
during the month in which a store is opened. New stores generally become
profitable during the first full year of operations. See Note 1 to Consolidated
Financial Statements.

27
<PAGE> 29

In fiscal 1996, net cash used by operating activities was $38.4 million,
which consisted primarily of a $24.7 million net loss, an $11.9 million increase
in deferred tax assets and a $33.0 million increase in working capital,
partially offset by non-cash expenses of $20.7 million for depreciation and
amortization and $10.5 million for store closing costs. Net cash used for
investing activities was $10.7 million and was comprised of $6.3 million of
funds used for capital expenditures and a net $4.4 million of purchases in
excess of proceeds for assets held for sale. Net cash provided by financing
activities was $49.9 million and was primarily the result of the Acquisition and
Financings. See "Acquisition and Financings."

For the thirty-nine week period ended November 2, 1997, net cash used in
operating activities was $16.1 million, which consisted primarily of $3.9
million of net income and $16.5 million of non-cash depreciation and
amortization expenses and a $2.5 million decrease in deferred tax assets, offset
by a $39.0 million increase in working capital. During this period, the Company
used $36.6 million of cash to increase inventory levels, primarily for funding
new store openings and for expanding the offering of replacement parts SKUs in
its stores. Net cash used in investing activities totaled $14.3 million and
consisted primarily of $12.5 million of capital expenditures. Net cash provided
by financing activities totaled $31.5 million and consisted primarily of net
borrowings under the Senior Credit Facility.

YEAR 2000 CONVERSION

The Company has established a central committee to coordinate the
identification, evaluation, and implementation of changes to computer systems
and applications necessary to achieve a year 2000 date conversion with no effect
on customers or disruption to business operations. These actions are necessary
to ensure that the systems and applications will recognize and process the year
2000 and beyond. Major areas of potential business impact have been identified
and are being dimensioned, and initial conversion efforts are underway. The
Company also is communicating with suppliers, financial institutions and others
with which it does business to coordinate year 2000 conversion. While the total
cost of compliance and its effect on the Company's future results of operations
is being determined as part of the detailed conversion planning, the Company
believes the remaining costs of conversion will not be material to the Company.
The Company could be materially affected by the failure of a number of its
vendors to achieve year 2000 date conversion.

QUARTERLY RESULTS AND SEASONALITY

The Company's business is somewhat seasonal in nature, with the highest
sales occurring in the summer months of June through August. The Company's
business is, in addition, affected by weather conditions. While unusually severe
weather tends to reduce sales as elective maintenance is deferred during such
periods, extremely hot and cold weather tend to enhance sales by causing parts
to fail and sales of seasonal products to increase.

The following table sets forth certain quarterly unaudited operating data
of the Company for fiscal 1995, 1996 and the thirty-nine weeks ended November 2,
1997. The unaudited quarterly information includes all adjustments which
management considers necessary for a fair presentation of the information shown.

The data presented below should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto included elsewhere in this
Prospectus, and the other financial information included herein.

<TABLE>
<CAPTION>
FISCAL 1995
-----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales....................................... $172,301 $186,073 $186,054 $173,924
Gross profit.................................... 68,589 71,416 74,236 70,294
Operating profit (loss)......................... 390 578 1,145 (2,275)
Net loss........................................ (1,798) (1,914) (1,645) (3,737)
EBITDA.......................................... 3,799 4,367 5,473 2,460
</TABLE>

28
<PAGE> 30

<TABLE>
<CAPTION>
FISCAL 1996
-----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales..................................... $189,185 $200,895 $202,335 $200,677
Gross profit.................................. 75,476 82,500 84,773 86,969
Operating profit (loss)(1).................... 6,026 7,046 8,426 (24,862)
Net income (loss)(2).......................... 1,499 2,113 2,821 (31,092)
EBITDA........................................ 10,910 11,959 13,167 14,508
</TABLE>

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
NOVEMBER 2, 1997
----------------------------------
FIRST SECOND THIRD
QUARTER QUARTER QUARTER
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Net sales.................................................. $201,613 $217,944 $216,908
Gross profit............................................... 84,112 93,199 100,237
Operating profit........................................... 7,017 12,099 17,108
Net income (loss).......................................... (1,649) 1,267 4,320
EBITDA..................................................... 11,759 17,461 22,454
</TABLE>

- ---------------

(1) Operating income in the fourth quarter of fiscal 1996 was negatively
affected by non-recurring charges of $20.2 million related to the
Acquisition and Financings (see Note 2 to Consolidated Financial Statements)
as well as by a provision for store closing costs totaling $12.9 million
(see Note 12 to Consolidated Financial Statements).

(2) Net income in the fourth quarter of fiscal 1996 was negatively affected by
non-recurring charges of $32.6 million related to the Acquisition and
Financings (see Note 2 to Consolidated Financial Statements) as well as by a
provision for store closing costs totaling $12.9 million (see Note 12 to
Consolidated Financial Statements).

INFLATION

The Company does not believe its operations have been materially affected
by inflation. The Company believes that it will be able to mitigate the effects
of future merchandise cost increases principally through economies of scale
resulting from increased volumes of purchases, selective forward buying and the
use of alternative suppliers.

29
<PAGE> 31

BUSINESS

In addition to the historical information contained herein, certain
statements under this caption constitute "forward-looking statements" within the
meaning of the Reform Act, which are subject to risks and uncertainties. The
Company's actual results may differ significantly from those discussed herein.
Factors that might cause such a difference include, but are not limited to,
those discussed under the captions "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" as well as those
discussed elsewhere in this Prospectus.

GENERAL

OPERATING AND GROWTH STRATEGY

30
<PAGE> 32

success of these programs, the Company's profitability has increased, with
operating profit increasing 68.5% to $36.2 million in the thirty-nine weeks
ended November 2, 1997, from $21.5 million in the comparable period in fiscal
1996. The Company believes that these initiatives have provided the foundation
for continued and profitable growth.

Several of the operating initiatives that have been implemented by the
Company are summarized below.

31
<PAGE> 33

32
<PAGE> 34

further improve its operating profit margin through: (i) the continued
focus on the initiatives described above; (ii) effectively leveraging its
fixed costs over an increasing sales base; and (iii) obtaining improved
vendor and landlord terms due to the significant deleveraging resulting
from the Offering.

AUTOMOTIVE AFTERMARKET INDUSTRY

According to industry estimates, the size of the automotive aftermarket for
replacement parts, maintenance items and accessories was approximately $78
billion in sales in 1996. The Company believes that the automotive aftermarket
for parts, maintenance items and accessories is growing because of, among other
things: (i) increases in the size and age of the country's automotive fleet;
(ii) increases in the number of miles driven annually per vehicle; (iii) the
higher cost of new cars as compared to historical costs; (iv) the higher cost of
replacement parts as a result of technological changes in recent models of
vehicles; and (v) the increasing labor costs associated with parts, installation
and maintenance.

The automotive aftermarket distribution channels are highly fragmented. The
Company believes, however, that the industry is consolidating as national and
regional specialty retail chains gain market share at the expense of smaller
independent operators and less specialized mass merchandisers. Automotive
specialty retailing chains with multiple locations in given market areas, such
as the Company, enjoy competitive advantages in purchasing, distribution,
advertising and marketing compared to most small independent retailers. In
addition, the increase in the number of automotive replacement parts caused by
the significant increase in recent years in the variety of domestic and imported
vehicle makes and models has made it difficult for smaller independent retailers
and less specialized mass merchandise chains to maintain inventory selection
broad enough to meet customer demands. The Company believes this has created a
competitive advantage for those automotive specialty retailing chains, such as
the Company that have the distribution capacity and sophisticated information
systems to stock and deliver a broad inventory selection.

TRAK WEST ACQUISITION

On December 8, 1997 the Company acquired 82 stores located in the Los
Angeles market that had been owned by Trak Auto Corporation. The Trak West
Acquisition provides the Company with a leading market position and a much
greater presence (a total of 147 stores) in the large, strategically important
Los Angeles market, without adding additional retail square footage to the
market. The Company expects to complete the conversion of these stores to the
Kragen name and store format and the integration of these stores into the
Company's operations by the end of the first quarter of 1998. The Company
acquired these stores, which generated aggregate net sales of approximately
$90.9 million during the 12 months ended September 27, 1997, for a total cost of
approximately $35.6 million. The Trak West Acquisition was funded with a $22.0
million equity investment by affiliates of the Company's existing stockholders
and additional bank borrowings. The Trak West stores had operated under three
store formats: (i) 35 Trak stores which carried approximately 10,000 SKUs; (ii)
34 Super Trak stores which carried approximately 15,000 SKUs; and (iii) 13 Super
Trak Warehouse stores which carried approximately 30,000 SKUs. These 82 stores
were generally realizing operating margins significantly below those of the
Company's stores. The Company believes it can significantly increase the sales
and profitability of the acquired stores. The main elements of the Company's
strategy for integrating and operating the Trak West stores are as follows:

- Expand Product Selection -- The Company intends to introduce its highly
successful Priority Parts operation in all of the Trak West stores, none
of which had operated with a comparable program. Implementation of the
Priority Parts operation will enable the acquired stores to provide
customers, on a same-day delivery basis, an additional 200,000 SKUs and,
on a next-day delivery basis, an additional 1,000,000 SKUs.

33
<PAGE> 35

- Reduce Out-of-Stock Levels -- The Company believes that the Trak West
stores have historically operated with relatively high out-of-stock
levels. The Company further believes that by implementing its
sophisticated store-level information systems and utilizing its highly
efficient warehouse and distribution system, it will significantly
improve the acquired stores' out-of-stock and customer service levels.

- Improve Customer Service -- The Company believes it can significantly
improve the level of customer service at the acquired stores by
installing its sophisticated store-level information systems and better
developing the Trak West associates' technical expertise through the
Company's successful training programs. Furthermore, through the
implementation of the Company's store-labor scheduling system and
centralized call center, the Company believes it can improve store labor
productivity and customer service levels at the Trak West stores.

- Cost-Effective Advertising -- In conjunction with the Trak West
Acquisition, the Company intends to increase its advertising presence in
the Los Angeles market, which the Company believes will improve the
financial performance of the Trak West stores as well as the Company's 65
existing Los Angeles stores.

- Initiate Commercial Sales Program -- Historically, the Trak West stores
have not actively pursued commercial customers. Based on detailed
analysis of the service bay counts and the competitive environment in the
acquired stores' trade zones, the Company intends to implement its
profitable and highly successful Commercial Sales Centers in 43 of the
Trak West stores.

- Leverage Existing Warehouse and Distribution System -- Upon conversion of
the Trak West stores to the Kragen name and store format during the first
quarter of fiscal 1998, the Company intends to service the acquired
stores through its existing warehouse and distribution centers. The
Company believes that this will enable it to benefit from significant
economies of scale and improve the profitability of the Trak West stores.

MARKETING AND MERCHANDISING STRATEGY

The Company's marketing and merchandising strategy is to build market share
by providing a broad selection of national brand name and private label products
at everyday low prices. The Company offers these products at conveniently
located and attractively designed stores, supported by highly trained, efficient
and courteous customer service personnel.

CUSTOMER SERVICE

The Company is a customer-oriented retailer dedicated primarily to DIY
consumers with a significant and increasing focus on the commercial segment. The
Company's sophisticated, centralized infrastructure and store-based information
systems, as well as its extensive training programs, are designed to enhance
customer service.

The Company believes that recruiting, training and retaining high quality
sales associates is a major component of successful retailing. The Company has
implemented training programs and incentives to encourage the development of
technical expertise by its sales associates, which then enables them to
effectively advise customers on product selection and use. In addition to
providing a high level of customer satisfaction, well trained associates
increase productivity and thereby reduce labor costs.

CSK University, the Company's sales associate development program, is
dedicated to the continuous improvement of store associates through structured
on-the-job training and formal classroom education. The curriculum focuses on
four areas of the associates' development: (i) customer service skills; (ii)
basic automotive systems; (iii) advanced automotive systems; and (iv) management
development. Much of the training is delivered through formal classes in 16
training centers that are fully equipped with the same systems as are in the
Company's stores. The Company believes that its training programs enable sales
associates to provide a high level of service to a wide variety of customers
ranging from less informed DIY consumers to more sophisticated purchasers
requiring diagnostic advice. The Company also provides

34
<PAGE> 36

continuing training programs for store managers and district managers designed
to assist them in increasing store-level efficiency and improving their
potential for promotion. In addition, the Company requires periodic meetings of
district and store managers to facilitate and enhance communications within the
organization. Approximately 1,350 of the Company's associates have passed the
ASE-P2 test, a nationally recognized certification for parts technicians. The
Company believes this represents a greater average number of associates per
store than that of the Company's primary competitors.

In order to satisfy its customers, the Company has adopted several service
initiatives including free testing of starters, alternators and batteries; free
charging of batteries; installation assistance for batteries, windshield wipers
and other selected products; "no hassle" return policies; and electronically
maintained lifetime warranties, which eliminate the need for consumer record
keeping. The Company's significant investments in store associate training and
store-level information systems have enabled its in-store personnel to devote
more time to attending to their customers' automotive needs.

The Company has enhanced its customer service through the implementation of
a program designed to measure and improve the level of customer service at each
store. The Company uses its centralized database as a source to make
approximately 72,000 calls annually to customers inquiring as to their overall
satisfaction with the Company's associates, pricing, product selection and
quality. In addition, a quantified customer satisfaction index is provided to
each store and the appropriate management personnel to ensure that customer
service levels remain a store focus.

PRODUCT SELECTION

The Company's objective is to carry a broad selection of national brand
name products that generate customer traffic and have strong appeal to its
commercial customers. In addition, the Company stocks a wide selection of high
quality private label products that appeal to value conscious customers. Each
store offers an extensive product line, including automotive replacement parts
such as starters, alternators, shock absorbers, mufflers, brakes, spark plugs,
filters and batteries, as well as a wide variety of maintenance items, such as
motor oil, lubricants, waxes, cleaners, polishes and antifreeze. In addition,
each store offers general accessories such as car stereos, alarms, trim, floor
mats, tools and seat covers. Sales of replacement parts account for
approximately 60% of the Company's sales. Replacement parts typically generate
higher gross profit margins than maintenance items or general accessories. The
Company believes that its percentage of sales of replacement parts will increase
in the future due primarily to an increased SKU count in the replacement parts
category and to increased sales to commercial customers.

The Company's stores, which average approximately 6,900 square feet in
size, offer between 13,000 and 16,000 SKUs of well-known national brand name and
private label automotive products. In the event that a store does not carry a
specific part, associates are able to utilize the Company's recently implemented
Surround Store Inventory Program or access the Company's Priority Parts
operation. In June 1997, the Company implemented its Surround Store Inventory
Program which, in the event a particular product is unavailable at a store,
enables a sales associate at that store to attempt to locate the requested
product from stores in the same market and the Priority Parts depots. This
program enables an associate to record the sale, reserve the part at the
neighboring store and direct the customer to pick it up. Additionally, the
Company has continued to expand its Priority Parts operation by improving its
delivery system and increasing to 19 from 2 its number of strategically located
Priority Parts depots, which has enabled the Company to (i) better serve its
customers by making available through supplier relationships to more than 565 of
its stores up to an additional 200,000 SKUs on a same-day delivery basis and
1,000,000 SKUs on a next-day delivery basis to all of its stores and (ii)
increase sales to commercial accounts due to broader availability of automotive
replacement parts. Prior to this expansion, this same day delivery service was
available to only 80 of the Company's stores. The Company's Priority Parts
operation handles approximately 96,000 inquiries each week. Store associates are
able to electronically inquire on price and availability and order parts from
the Priority Parts operation through the EPC and receive immediate confirmation
of availability without having to make telephone inquiries. The Company believes
that its Surround Store Inventory Program and its Priority Parts operation
provide the Company with important competitive advantages.

35
<PAGE> 37

The Company has classified its product mix into 110 separate categories
through a merchandising program designed to determine the optimal inventory mix
at an individual store based on that store's historical sales. The Company
believes that it can improve store sales, gross profit margin and inventory
turnover by tailoring individual store inventory mix based on historical sales
patterns for each of the 110 product categories.

PRICING

The Company's pricing philosophy is to not lose a customer because of
price. The Company's pricing strategy is to offer everyday low prices at each of
its stores. The Company offers to beat by 5% any competitor's lower price. As a
result, the Company closely monitors its competitors' pricing levels to ensure
competitive pricing in all of the Company's stores. The Company's entry-level
products offer excellent value by meeting standard quality requirements at low
prices. Additionally, the Company utilizes its Step-up Program, through which it
offers alternative products at slightly higher price points. These products
typically provide extra features, improved performance, an enhanced warranty or
are of national brand recognition.

The Company has recently implemented its Precision Pricing Program which
allows the Company to establish pricing zones at the store level rather than the
market or chain level. This initiative enables the Company to establish pricing
levels at each store based upon that store's local market competition, thereby
providing competitive prices for customers. The Company introduced the Precision
Pricing Program in the third quarter of fiscal 1997 and believes that, once
fully implemented, it will provide the Company with the opportunity to improve
its gross profit margin.

ADVERTISING

The Company supports its marketing and merchandising strategy through print
advertising, in-store promotional displays and an increasing emphasis on radio
and television. The Company advertises in print through the use of monthly color
circulars. The circulars, which are produced by the Company's in-house
advertising department, emphasize specific products and contain redeemable
coupons. The Company advertises on radio, television and billboards primarily to
reinforce the Company's image and name recognition. Television advertising is
targeted to sports programming and radio advertising primarily is aired during
drive time. The Company's in-store signs and displays are used to promote
products and identify departments, as well as to announce store specials. The
Company sponsors a National Hot Rod Association ("NHRA") Funny Car and believes
its core customer base are fans of NHRA racing. The Company also has web sites
on the Internet at: (i) http://www.checkerauto.com, (ii) http://www.schucks.com
and (iii) http://www.kragen.com.

STORE-BASED INFORMATION SYSTEMS

Over the past several years, the Company has installed several store-level
information systems, which have improved store labor productivity and customer
service. The Company's store-based information systems are described below.

POINT OF SALE SYSTEM

The Company has installed a point of sale system ("POS") consisting of
sophisticated cash registers and software in all of its stores, which
electronically capture and report customer transactions. This POS system has
improved store productivity and customer service by streamlining in-store
procedures. Customer transactions previously requiring handwritten information
have been eliminated as registers are now tied to the EPC and the central
inventory system. This allows for paperless transactions and electronic updating
of warranty information. Additionally, the POS software tracks the history of
individual customer purchases, which allows the Company to monitor customer
activity for use in regionalized marketing and merchandising programs.

36
<PAGE> 38

ELECTRONIC PARTS CATALOG

The Company has upgraded and expanded the capabilities of its EPC, which is
installed in each of its stores. The EPC is a software based system that
identifies the location and availability of over one and a half million parts.
The EPC is a user-friendly tool that enables the Company's sales associates to
assist customers in parts selection and ordering based on simple input of the
year, model and engine type and application needed. The EPC system covers
vehicles with model years from 1967 through 1997. Once provided with this basic
information, the EPC displays which part is needed and whether it is located in
the store. In the event a particular product is unavailable at a store, the
Company's recently implemented Surround Store Inventory Program enables a sales
associate at that store to attempt to locate the requested product from stores
in the same market and the Priority Parts depots. The EPC also indicates whether
it can be obtained by special order through the Company's Priority Parts depots
or certain warehouse distributors with same-day delivery, or directly from the
manufacturer. Information about the customer's car can be entered into a
permanent customer database that can be instantly accessed whenever the customer
visits or phones the store. The EPC also displays related parts that the sales
associates can recommend to the customer for purchase and prints parts lists for
the customer. The Company's EPC system is integrated with its POS system and
centralized Company database. This integration improves customer service by: (i)
reducing check-out time by fully automating the ordering process between the
parts counter and the POS register; (ii) allowing the store associate to order
parts electronically with immediate confirmation of availability and/or
delivery; and (iii) providing up to the minute pricing of products.

RETAIL PAPERLESS MANAGEMENT SYSTEM

The Company's Retail Paperless Management System ("RPMS") is a store-based
software system used to improve store efficiency. The RPMS provides for
interactive store associate development and testing, communication via
Company-wide electronic mail, knowledge-based interviewing of associate
applicants, automated associate time and attendance recording and forms
automation.

LABOR SCHEDULING SYSTEM

The Company utilizes a sophisticated labor scheduling system that allocates
labor hours based on factors including, forecasted sales and customer traffic
counts. The Company believes this system enables it to provide superior customer
service while providing for improved labor productivity.

SATELLITE COMMUNICATIONS NETWORK

The Company's satellite communications network links all of its stores with
its corporate office. The satellite network enables the Company to efficiently
obtain and deliver to its stores all file transfers, including pricing
down-loads, sales information updates and interactive transactions such as
electronic parts ordering. The system also broadcasts common files to all stores
simultaneously to update the EPC. Additionally, the satellite network
significantly increases the speed of credit card and check authorization.

CALL CENTER

The Company's centralized Call Center provides store personnel at selected
high-volume stores the option to reroute customer calls to a central location
during the store's busiest hours of operation. Call Center associates perform
all functions that store personnel normally handle, such as store specific parts
look-up, price look-up and inventory availability verification in a manner that
is transparent to the call-in customer. Associates in the Call Center can take
an order from a customer and electronically transmit it to the store, enabling
the requested product to be picked up by the customer. Use of the Call Center
allows sales associates to give their undivided attention to customers at the
store while call-in customers are serviced directly by Call Center associates.

37
<PAGE> 39

STORE OPERATIONS

The Company's stores are divided into five geographic regions: Southwest,
Rocky Mountain, Northwest, Southern California and Northern California. Each
region is administered by a regional manager, each of whom oversees seven to ten
district managers. Each of the Company's district managers has responsibility
for between 11 and 18 stores. In addition, the 82 Trak West stores recently
acquired are being treated as a region during the conversion to the Kragen name
and store format. Upon completion of this conversion, the Company will
redistribute its stores over six regions.

As of December 15, 1997, the geographic distribution of the Company's
stores and the tradenames under which they operate are set forth in the table
below.

<TABLE>
<CAPTION>
SCHUCK'S AUTO CHECKER AUTO KRAGEN AUTO COMPANY
SUPPLY PARTS PARTS TOTAL
------------- ------------ ----------- -------
<S> <C> <C> <C> <C>
California................................. -- 1 349(1) 350
Washington................................. 79 -- -- 79
Arizona.................................... -- 75 -- 75
Colorado................................... -- 56 -- 56
Idaho...................................... 13 3 -- 16
Oregon..................................... 23 -- -- 23
Utah....................................... -- 26 -- 26
New Mexico................................. -- 18 -- 18
Texas...................................... -- 20 -- 20
Nevada..................................... -- 14 6 20
Montana.................................... -- 9 -- 9
Wyoming.................................... -- 3 -- 3
--- --- --- ---
Total............................ 115 225 355 695
=== === === ===
</TABLE>

- ---------------

(1) Includes the 82 Trak West stores which are being converted to the Kragen
name and store format.

Stores generally are open seven days a week, with hours from 8:00 a.m. to
9:00 p.m. (9:00 a.m. to 6:00 p.m. on Sundays). Each store employs approximately
10 to 20 associates, including a store manager, two assistant store managers and
a staff of full-time and part-time associates.

STORE FORMATS

The Company's stores generally are located in high visibility, high traffic
strip shopping centers or in free-standing units adjacent to strip shopping
centers. The stores, which range in size from 2,800 to 27,000 square feet,
average approximately 6,900 square feet in size and offer between 13,000 and
16,000 SKUs.

The Company has designed four prototype stores of 6,000, 7,000, 8,000 and
12,000 square feet in size. The store size for a given new location is selected
based upon volume expectations determined through demographics and other Company
studies included in the Company's detailed site selection process. See "-- Store
Growth Strategy." The following table sets forth the Company's stores, by size,
as of December 15, 1997:

<TABLE>
<CAPTION>
STORE SIZE NUMBER OF STORES
--------------------------------------------------------------------- ----------------
<S> <C>
10,000 sq. ft. or greater............................................ 72
8,000-9,999 sq. ft. ................................................. 115
6,000-7,999 sq. ft. ................................................. 166
5,000-5,999 sq. ft. ................................................. 209
Less than 5,000 sq. ft. ............................................. 133
</TABLE>

Approximately 57% of the Company's stores are freestanding, with the
balance principally located within strip shopping centers. Approximately 85% to
90% of each store's square footage is selling space, of which approximately 40%
to 50% is dedicated to automotive replacement parts inventory. The replacement
parts

38
<PAGE> 40

inventory area is fronted by a counter staffed by knowledgeable parts personnel
and is equipped with EPCs. The remaining selling space contains gondolas for
accessories and maintenance items, including oil and air filters, additives,
waxes and other items, together with specifically designed shelving for
batteries and, in many stores, oil products.

STORE GROWTH STRATEGY

The Company's store growth strategy is focused on the Company's existing
markets and includes (i) opening new stores, (ii) relocating smaller stores to
larger stores at better locations, and (iii) expanding selected stores. The
Company has identified most of its stores smaller than 5,000 square feet as
future relocation or expansion priorities.

The Company's Market Strategy Group, which is a part of its Real Estate
Department, utilizes a sophisticated, market-based approach that identifies
potential locations based on detailed demographic and competitive studies. These
demographic and competitive studies include population density, growth patterns,
age, ethnicity, per capita income, vehicle traffic counts, and the number and
type of existing automotive-related facilities, such as automotive parts stores
and other competitors within a pre-determined radius of the potential new
location. These potential locations are compared to existing Company locations
to determine opportunities for opening new stores and relocating or expanding
existing stores.

Additionally, the Company believes that the fragmented nature of the
industry has enabled it to effectively pursue an opportunistic acquisition
strategy. The Company focuses its acquisition efforts in (i) existing markets to
achieve further market penetration in a timely and cost-effective manner without
adding additional retail square footage (as was done in the Trak West
Acquisition), and (ii) contiguous markets to permit further leveraging of its
established infrastructure over an increasing sales base.

The following table sets forth the Company's store development activities
during the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR THIRTY-NINE FISCAL
---------------------- WEEKS ENDED YEAR TO
1994 1995 1996 11/2/97 12/15/97
---- ---- ---- ----------- --------
<S> <C> <C> <C> <C> <C>
Beginning stores.................................. 538 544 566 580 580
New stores........................................ 10 24 19 35 42
Relocated stores.................................. 12 30 37 28 34
Acquired Trak West stores......................... 0 0 0 0 82
Closed stores (including relocated stores)........ (16) (32) (42) (37) (43)
---- ---- ---- --- ---
Ending stores..................................... 544 566 580 606 695
==== ==== ==== ======== =======
Expanded stores................................... 5 9 8 1 2
Total new and relocated stores.................... 22 54 56 63 76
</TABLE>

The Company believes that substantial growth opportunities exist in its
current, highly fragmented markets and that its store growth strategy will
increase its name recognition and market penetration while benefiting from
economies of scale in advertising, management and distribution costs. In
addition to the Trak West Acquisition, the Company intends to open approximately
100 stores (including approximately 35 relocations) in fiscal 1997 as compared
to 56 stores (including 37 relocations) in fiscal 1996. The Company plans to
continue the acceleration of its store growth strategy and expects to open or
relocate approximately 130 stores in fiscal 1998 and approximately 150 stores in
fiscal 1999. As of December 15, 1997, the Company had executed purchase
contracts or leases for 71 sites, was in various stages of negotiation for 62
additional sites and had identified numerous potential additional sites for
store growth. New stores generally become profitable during the first year of
operation.

On November 18, 1997, the Company reached an agreement in principle with an
unrelated third party for the establishment of a leasing facility that will
provide $125.0 million of financing for the acquisition and development of
approximately 100 to 125 new stores over the period of February 1, 1998 through
May 31, 1999. This facility is on terms that are generally more favorable than
the Company's prior facility.

39
<PAGE> 41

COMMERCIAL SALES PROGRAM

In addition to its primary focus on serving the DIY consumer, the Company
has significantly increased its marketing efforts to the commercial segment of
the automotive replacement parts market. The commercial segment constitutes in
excess of 50% of the approximately $78 billion of annual sales in the automotive
aftermarket and is currently growing at a faster rate than the DIY segment of
the market. The Commercial Sales Program, which is intended to facilitate
penetration of this market segment, is targeted to professional mechanics, auto
repair shops, auto dealers, fleet owners, mass and general merchandisers with
auto repair facilities and other commercial repair outlets located near the
Company's stores.

The Company has made a significant commitment to this business, including
the addition of a Vice President -- National Sales Manager in November 1997 and
upgrading the information systems capabilities available to the commercial sales
group. In addition, the Company employs District Sales Managers who have
responsibility for servicing existing commercial accounts and developing new
commercial accounts for approximately every five stores that have a CSC.
Furthermore, each CSC has a dedicated in-store salesperson, driver and delivery
vehicle.

The Company believes it is well positioned to effectively and profitably
service commercial customers, who typically require a high level of customer
service and broad product availability. The commercial segment of the market has
traditionally been serviced primarily by jobbers. Recently, however, automotive
specialty retailing chains, such as the Company, have entered the commercial
segment. The chains typically have multiple locations in given market areas and
maintain a broad inventory selection. The Company believes it has significant
competitive advantages in servicing the commercial segment because of its
experienced sales associates, conveniently located stores, attractive pricing
and ability to consistently deliver a broad product offering with an emphasis on
national brand names.

At September 30, 1994, the Company operated CSCs in five of its stores and
currently operates CSCs in 330 of its stores. The Company's sales to commercial
accounts (including sales by stores without CSCs) have increased 32.6% to $87.7
million, or 13.8% of total sales, in the thirty-nine weeks ended November 2,
1997 from $66.1 million, or 11.2% of total sales, in the comparable period in
fiscal 1996.

The Company intends to continue to expand its successful marketing efforts
to the commercial segment of the automotive aftermarket. The Company believes
that significant opportunities exist to increase sales at its existing CSCs by
focusing on the penetration of certain segments of the commercial market such as
fleet owners, municipalities and national accounts. In addition, the Company
intends to continue installing CSCs in selected existing stores, in
approximately half of its new stores, and in 43 of the recently acquired Trak
West stores (which did not actively pursue commercial customers under prior
ownership).

PURCHASING

Merchandise is selected and purchased for all stores by personnel at the
Company's corporate headquarters in Phoenix, Arizona from over 300 suppliers. No
one class of product and no single supplier accounted for as much as 10% of the
Company's purchases in fiscal 1996.

The Company's inventory management systems include the E-3 Trim Buying
System, which provides inventory movement forecasting based upon history, trend
and seasonality. Combined with service level goals, vendor lead times and cost
of inventory assumptions, the E-3 Trim Buying System determines the timing and
size of purchase orders. Approximately 90% of the dollar value of transactions
are sent via electronic data interchange, with the remainder being sent by a
computer facsimile interface. The Company's store replenishment system generates
orders based upon store on-hand and store model stock. This includes an
automatic model stock adjustment system utilizing historical sales, seasonality
and store presentation requirements. The Company is also able to allocate
seasonal and promotional merchandise based upon a store's history of prior
promotional and seasonal sales.

The Company offers products with nationally recognized, well-advertised
brand names, such as Armor All, Autolite, Blue Streak, Castrol, Dayco, Exide,
Fel Pro, Fram, Havoline, Mobil, Monroe, Pennzoil, Prestone, Quaker State, Slick
50, Stant, Sylvania, Turtle Wax and Valvoline. In addition to brand name

40
<PAGE> 42

products, the Company's stores carry a wide variety of high quality private
label products. Because most of such products are produced by nationally
recognized manufacturers that produce similar brand name products that enjoy a
high degree of consumer acceptance, the Company believes that its private label
products are of a quality that is comparable to such brand name products.

The Company has increased its gross profit margin over the last several
years primarily as a result of more favorable vendor terms, taking advantage of
cash discounts from vendors, efficiencies from its new warehouse and
distribution system and improvements in product mix. The Company believes that
the improved vendor terms are primarily the result of the Company's improved
financial performance, a reduction in overall vendor payables and growth in its
store count. The Company's gross profit margin increased from 39.6% in fiscal
1995 to 43.6% for the thirty-nine weeks ended November 2, 1997 and the Company
believes it has the opportunity to continue realizing higher gross profit
margins. The Company believes it can further improve its gross profit margin
through obtaining improved vendor terms as a result of its increased size and
profitability and the significant deleveraging resulting from the Offering.

WAREHOUSE AND DISTRIBUTION

The Company successfully converted its warehouse and distribution system
from a manual, labor intensive, paper-based system to a technologically advanced
fully integrated system. This system, which became fully operational in the
fourth quarter of fiscal 1995, has improved the Company's in-stock levels to the
highest in recent years. The Company has sufficient warehouse and distribution
capacity to meet the requirements of its growth plans for the foreseeable
future. The Company has reduced warehouse and distribution expenses as a
percentage of net sales from 4.9% for fiscal 1995 to 3.8% for fiscal 1996 and
3.4% for the thirty-nine weeks ended November 2, 1997.

The new system utilizes bar coding, radio frequency scanners and
sophisticated conveyor and put-to-light systems. The Company has instituted
engineered labor standards in each of its distribution centers which have
contributed to improved labor productivity. Each store is currently serviced by
one of the Company's two main distribution centers, with the regional
distribution centers handling bulk materials, such as oil received directly from
vendors. All of the Company's merchandise is shipped by vendors to the Company's
distribution centers, with the exception of batteries, which are shipped
directly to stores by the vendor.

The Company's fill rates and in-stocks have significantly improved since
implementation of the new warehouse and distribution system. In addition,
picking accuracy has improved from 95% to 99% which has resulted in a high level
of accuracy in the stores' perpetual inventory balances.

The following table sets forth certain information relating to the
Company's two main distribution centers as of December 15, 1997:

<TABLE>
<CAPTION>
NUMBER OF
DISTRIBUTION NUMBER OF FULL-TIME
CENTER AREA SERVED SIZE (SQ. FT.) STORES SERVED ASSOCIATES
- ------------- ------------------------------------- -------------- ------------- ----------
<S> <C> <C> <C> <C>
Phoenix, AZ Arizona, Colorado, Idaho, Nevada, New
Mexico, California, Texas, Utah...... 273,520 279 248
Dixon, CA California, Nevada, Washington,
Oregon, Idaho, Montana, Wyoming...... 325,500 334 307
------- --- ---
599,020 613 555
======= === ===
</TABLE>

Upon completing conversion of the 82 Trak West stores during the first
quarter of fiscal 1998 to the Kragen name and store format, the Company will
service all these stores through its existing distribution centers, enabling it
to benefit from economies of scale. The Company has the capability of expanding
the Phoenix and Dixon distribution centers by approximately 80,000 and 160,000
square feet, respectively.

41
<PAGE> 43

MANAGEMENT INFORMATION SYSTEMS

The Company's management information systems constitute an important
element of the Company's operations and growth strategy. The Company uses one
Hitachi Data System EX33 Mainframe, four IBM AS/400's ("AS/400") and over 400
personal computers which are connected to a local area network. A satellite
communications network provides the connectivity from the centralized Company
database to the stores. The Company is currently upgrading these systems, as
necessary, to be "Year 2000" compliant.

The Company's store-based information systems are on a UNIX based platform
with full connectivity between the EPC and the POS systems. This includes
electronic ordering from the EPC via the corporate office AS/400 to the
Company's Priority Parts depots, third-party warehouse distributors and directly
to vendors.

ASSOCIATES

As of December 15, 1997, the Company employed approximately 6,650 full-time
associates and 2,950 part-time associates. Approximately 85% of these personnel
are employed in store level operations, 9% in distribution and 6% in the
Company's corporate headquarters, including its Call Center and Priority Parts
operation.

The Company has never experienced any material labor disruption and
believes that its labor relations are excellent. Except for 402 employees
located at approximately 36 stores in the San Jose, California market, who have
been represented by a union for more than 18 years, none of the Company's
personnel is represented by a labor union.

FACILITIES

The following table sets forth certain information concerning the Company's
principal facilities:

<TABLE>
<CAPTION>
SQUARE
PRIMARY USE LOCATION FOOTAGE NATURE OF OCCUPANCY
----------------------------------------- ------------ ------- -------------------
<S> <C> <C> <C>
Corporate office......................... Phoenix, AZ 96,000 Leased(1)
Distribution center...................... Dixon, CA 325,500 Leased
Distribution center...................... Phoenix, AZ 273,520 Leased
Regional distribution center............. Auburn, WA 52,400 Leased
Regional distribution center............. Denver, CO 34,800 Leased
Salt Lake,
Regional distribution center............. UT 32,000 Leased
Regional distribution center............. Commerce, CA 48,400 Leased
</TABLE>

- ---------------

(1) This facility is owned by Missouri Falls Partners, an affiliate of Carmel.
See "Certain Transactions."

At December 15, 1997, all but two of the Company's stores were leased. The
expiration dates (including renewal options) of the store leases are summarized
as follows:

<TABLE>
<CAPTION>
YEARS STORES(1)
--------------------------------------------------------------------------- ---------
<S> <C>
1996-2000.................................................................. 27
2001-2005.................................................................. 67
2006-2010.................................................................. 76
2011-2020.................................................................. 290
2021-2030.................................................................. 191
2031-thereafter............................................................ 42
</TABLE>

- ---------------

(1) Of these stores, 19 are owned by affiliates of Carmel. See "Certain
Transactions."

COMPETITION

The Company competes principally in the DIY segment of the automotive
aftermarket. Although the number of competitors and the level of competition
vary by market area, the DIY market is highly fragmented

42
<PAGE> 44

and generally very competitive. The Company competes primarily with national and
regional retail automotive parts chains (such as AutoZone, Inc., Chief Auto
Parts, Inc. and The Pep Boys-Manny, Moe and Jack, Inc.), wholesalers or jobber
stores (some of which are associated with national automotive parts distributors
or associations, such as NAPA), automobile dealers, and mass merchandisers that
carry automotive replacement parts, maintenance items and accessories (such as
Wal-Mart Stores, Inc.). The Company believes that chains of automotive parts
stores, such as that operated by the Company, with multiple locations in
regional markets, have competitive advantages in marketing, product selection,
purchasing and distribution, as compared to independent retailers and jobbers
that are not part of a chain or associated with other retailers or jobbers. The
Company believes that, as a result of these advantages, national and regional
chains have been gaining market share in recent years at the expense of
independent retailers and jobbers.

The principal competitive factors that affect the Company's business are
store location, customer service, product selection, availability, quality and
price. While the Company believes that it competes effectively in its various
geographic areas, certain competitors are larger in terms of sales volume, have
greater financial and management resources and have been operating longer in
certain geographic areas.

TRADE NAMES, SERVICE MARKS AND TRADEMARKS

The Company owns and has registered the service mark "Schuck's" with the
United States Patent and Trademark Office for use in connection with the
automotive parts retailing business. The Company owns the rights to use the
tradenames "Checker" (in connection with the automotive parts retailing business
in the West and Southeast regions of the United States) and "Kragen." In
addition, the Company owns and has registered numerous trademarks with respect
to many of its private label products. The Company believes that its various
tradenames, service marks and trademarks are important to its merchandising
strategy, but that its business is not otherwise dependent on any particular
service mark, tradename or trademark. There are no infringing uses known by the
Company that materially affect the use of such marks.

ENVIRONMENTAL MATTERS

The Company is subject to various federal, state and local laws and
governmental regulations relating to the operation of its business, including
those governing recycling of batteries and used lubricants, and regarding
ownership and operation of real property. The Company handles hazardous
materials during its operations, and its customers may also bring or use
hazardous materials or used oil onto the Company's properties. Additionally,
while the Company does not service automobiles, it does sublease pre-existing
service bays at a small number of store locations to third parties. The
operators of these service bays are required to dispose of certain items,
including used batteries, lubricants and oils in accordance with applicable
environmental regulations. The Company also currently provides a recycling
program for batteries and for the collection of used lubricants at certain of
its stores as a service to its customers pursuant to agreements with third-party
vendors. Pursuant to the agreements, the batteries and used lubricants are
collected by Company employees, deposited into vendor-supplied
containers/pallets and then disposed of by the third-party vendors. The
Company's agreements with such vendors are designed to limit its potential
liability under applicable environmental regulations for any harm caused by the
batteries and lubricants to off-site properties or even on-site when such
failure is the fault of the vendor. Many of the agreements provide for
indemnification of the Company against liability that it may incur in connection
with the disposal of such items.

Under environmental laws, a current or previous owner or operator of real
property may be liable for the cost of removal or remediation of hazardous or
toxic substances on, under, or in such property. Such laws often impose joint
and several liability and may be imposed without regard to whether the owner or
operator knew of, or was responsible for, the release of such hazardous or toxic
substances. The Company does not believe that compliance with such laws and
regulations has had a material impact on its operations to date, but there can
be no assurance that future compliance with such laws and regulations will not
have a material adverse effect on the Company or its operations.

43
<PAGE> 45

LEGAL PROCEEDINGS

The Company currently and from time to time is involved in litigation
incidental to the conduct of its business. The damages claimed against the
Company in some of these litigations are substantial. Although the amount of
liability that may result from these matters cannot be ascertained, the Company
does not currently believe that, in the aggregate, they will result in
liabilities material to the Company's consolidated financial condition, results
of operations or cash flow.

44
<PAGE> 46

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each of the
directors and executive officers of the Company. Prior to the Offering, the
executive officers of Auto were given the same titles at the Company as they
held at Auto. Each director of the Company will hold office until the next
annual meeting of stockholders of the Company or until his or her successor has
been elected and qualified. Officers of the Company are elected by the Board of
Directors of the Company and serve at the discretion of such Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION AT THE COMPANY
- ------------------------------ --- -----------------------------------------------------------
<S> <C> <C>
Maynard Jenkins(1)............ 55 Chairman of the Board and Chief Executive Officer(2)
James Bazlen.................. 47 Director, President and Chief Operating Officer
Martin Fraser................. 42 Senior Vice President -- Merchandising and Distribution
Lon Novatt.................... 37 Senior Vice President -- Real Estate, General Counsel and
Secretary
Robert Shortt................. 36 Senior Vice President -- Commercial Sales and Marketing
Henry Torres.................. 34 Senior Vice President -- Information Systems and
Re-Engineering
Dale Ward..................... 47 Senior Vice President -- Store Operations
Don Watson.................... 42 Senior Vice President, Chief Financial Officer and
Treasurer
Jon P. Hedley................. 36 Director
Edward G. Lord, III........... 48 Director
Christopher J. O'Brien........ 38 Director
Charles J. Philippin(1)(3).... 46 Director
Robert Smith(3)............... 59 Director
Christopher J. Stadler(1)..... 33 Director
Jules Trump(1)................ 53 Director(4)
Eddie Trump(1)................ 51 Director
Savio W. Tung................. 46 Director
</TABLE>

- ---------------

(1) Member of the Compensation Committee.

(2) Mr. Jenkins assumed these positions on January 27, 1997.

(3) Member of the Audit Committee.

(4) Until January 27, 1997, Mr. Trump also served as the Company's Chairman of
the Board and Chief Executive Officer.

MAYNARD JENKINS has been the Chairman of the Board and Chief Executive
Officer of the Company and Auto since January 1997. Prior to joining the Company
and Auto, Mr. Jenkins served as President and Chief Executive Officer of Orchard
Supply Hardware from December 1986 to January 1997. Prior thereto Mr. Jenkins
held various executive positions with Gemco.

JAMES BAZLEN has been a director of the Company since July 1994. He had
previously served as a director of the Company from November 1989 through June
1992. Prior to his June 1994 promotion to President and Chief Operating Officer
of Auto, Mr. Bazlen was Vice Chairman and Chief Financial Officer of Auto from
June 1991 and also served as Senior Vice President of the Trump Group, a private
investment group, from March 1986. Mr. Bazlen had been the Senior Vice President
of Auto from April 1990 to June 1991. Prior to joining the Trump Group in 1986,
Mr. Bazlen served in various executive positions with General Electric Company
and GE Capital for thirteen years.

MARTIN FRASER has been Senior Vice President -- Merchandising and
Distribution of Auto since October 1997. Prior to that, Mr. Fraser was Vice
President of Distribution and Replenishment of Auto since August 1995. From
September 1989 to August 1995, he served in several executive positions,
including Vice President of Logistics and Vice President -- Inventory
Management.

45
<PAGE> 47

LON NOVATT has been Senior Vice President -- Real Estate, General Counsel
and Secretary of Auto since June 1997. Prior to that, Mr. Novatt was Vice
President -- Legal, General Counsel and Secretary of Auto, and Secretary of the
Company, since December 1995. From March 1994 to November 1995, Mr. Novatt was
Senior Counsel for Broadway Stores, Inc., a department store chain. From October
1985 to February 1994, Mr. Novatt was with the Los Angeles law firm of Freeman,
Freeman & Smiley where he was a partner from January 1992 to February 1994.

ROBERT SHORTT has been Senior Vice President -- Commercial and Marketing of
Auto since October 1997. Prior to that, Mr. Shortt was Vice
President -- Merchandising and Marketing of Auto since April 1996. From April
1995 to April 1996, Mr. Shortt was Vice President of Marketing for the Price
Pfister division of Black & Decker Corp. From March 1993 to April 1995, Mr.
Shortt was Vice President of Marketing of the Kwikset division of Black & Decker
Corp. Prior thereto, from March 1991 to March 1993, he was Director of Marketing
of Kwikset division of Black & Decker Corp.

HENRY TORRES has been Senior Vice President -- Information Systems and
Re-Engineering of Auto since April 1997. Prior to that, Mr. Torres was Vice
President -- Information Systems and Re-Engineering of Auto since February 1996.
From September 1995 to February 1996, Mr. Torres was Vice President -- Re-
Engineering. From December 1993 to September 1995, Mr. Torres was Director of
Re-Engineering. Prior thereto, from April 1989 to December 1993, Mr. Torres held
various executive positions for Sam's Club/Wal-Mart Stores, Inc., a discount
retailer.

DALE WARD has been Senior Vice President -- Store Operations of Auto since
March 1997. Prior to that Mr. Ward served as Executive Vice President and Chief
Operating Officer of Orchard Supply Hardware since April 1996. Mr. Ward served
as President and Chief Executive Officer of F&M Super Drug Stores, Inc., a drug
store chain, from 1994 to 1995. He also served as President and Chief Executive
Officer of Ben Franklin Stores, Inc., a variety and craft store chain, from 1988
to 1993 and as Chairman of Ben Franklin Crafts Inc., a craft store chain, from
1991 to 1993.

DON WATSON has been Treasurer of the Company since October 1996 and Chief
Financial Officer of Auto since December 1997. Mr. Watson has also served as
Senior Vice President -- Finance and Treasurer of the Company and Auto since
April 1997. Prior to that, Mr. Watson had been the Senior Vice President --
Finance, Controller and Treasurer of Auto since April 1993. From June 1988 to
March 1993, he was Vice President and Controller of Auto.

JON P. HEDLEY became a director of the Company on October 30, 1996. He has
been an executive of Investcorp, its predecessor or one or more of its
wholly-owned subsidiaries since April 1990. Mr. Hedley is a director of Saks
Holdings, Inc. and Simmons Company.

EDWARD G. LORD, III became a director of the Company in April 1997. He has
been an executive of Investcorp, its predecessor or one or more of its
wholly-owned subsidiaries since November 1994. Prior to joining Investcorp, Mr.
Lord was a Managing Director of Dean Witter Realty. From 1991 until February
1992, Mr. Lord was a senior officer of the Mutual Life Insurance Company of New
York.

CHRISTOPHER J. O'BRIEN became a director of the Company on October 30,
1996. He has been an executive of Investcorp, its predecessor or one or more of
its wholly-owned subsidiaries since December 1993. Prior to joining Investcorp,
Mr. O'Brien was a Managing Director of Mancuso & Company for four years. Mr.
O'Brien is a director of Falcon Building Products, Inc., Simmons Company, Star
Markets, Inc. and The William Carter Company.

CHARLES J. PHILIPPIN became a director of the Company on October 30, 1996.
He has been an executive of Investcorp, its predecessor or one or more of its
wholly-owned subsidiaries since July 1994. Prior to joining Investcorp, Mr.
Philippin was a partner of Coopers & Lybrand L.L.P. Mr. Philippin is a director
of Falcon Building Products, Inc., Saks Holdings, Inc., Simmons Company and The
William Carter Company.

ROBERT SMITH became a director of the Company on October 30, 1996. Mr.
Smith is a Protector of Carmel (see "Principal Stockholders"). Mr. Smith has
served as President of Newmark Capital Limited, a

46
<PAGE> 48

private investment and consulting company since March 1992. Mr. Smith also
serves as a director of Rogers Cantel Mobile Communications Inc., PLD Telekom
Inc. and Canadian World Fund Limited.

CHRISTOPHER J. STADLER became a director of the Company on October 30,
1996. He has been an executive of Investcorp, its predecessor or one or more of
its wholly-owned subsidiaries since April 1, 1996. Prior to joining Investcorp,
Mr. Stadler was a Director with CS First Boston Corporation. Mr. Stadler is a
director of Falcon Building Products, Inc. and The William Carter Company.

JULES TRUMP was the Chairman of the Board of the Company from December 1986
until January 27, 1997, its Chief Executive Officer from March 1990 until
January 27, 1997, and a director of the Company since December 1986. Mr. Trump
has also served as Chairman or Co-Chairman of The Trump Group since February
1982.

EDDIE TRUMP has been a director of the Company since July 1994. Mr. Trump
previously served as a director of the Company from December 1986 until July
1992. Since February 1982, Mr. Trump has served as President or Co-Chairman of
The Trump Group.

SAVIO W. TUNG became a director of the Company on October 30, 1996. He has
been an executive of Investcorp, its predecessor or one or more of its
wholly-owned subsidiaries since September 1984. Mr. Tung is a director of Saks
Holdings, Inc., Star Markets, Inc. and Simmons Company.

BOARD OF DIRECTORS AND COMMITTEES

Election of directors is subject to the provisions of a stockholders'
agreement (see "Certain Transactions -- Stockholders' Agreement"). In April
1997, the Board of Directors of the Company created a Compensation Committee and
an Audit Committee. Messrs. Jenkins, Philippin, Stadler, Jules Trump and Eddie
Trump were appointed to the Compensation Committee and Messrs. Philippin and
Smith were appointed to the Audit Committee. The Company will appoint two
independent directors, who will serve as members of the Audit Committee,
reasonably promptly after the Offering.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a compensation committee during fiscal 1996. Jules
Trump and Eddie Trump each participated in deliberations concerning executive
officer compensation. No executive officer of the Company serves as a member of
the Board of Directors or compensation committee of any entity that has one or
more executive officers serving as a member of the Company's Board of Directors.

COMPENSATION OF DIRECTORS

Directors of the Company who are also employees of the Company do not
receive any additional compensation for serving as directors of the Company.
Directors of the Company who are not employees of the Company do not receive any
compensation for serving as directors.

47
<PAGE> 49

EXECUTIVE COMPENSATION

The Company is a holding company which conducts all of its activities
through its main operating subsidiary, Auto, and the subsidiaries of Auto. The
officers of the Company receive no compensation in their capacities as officers
of the Company. Accordingly, the following table sets forth information
concerning the annual and long-term compensation earned by Auto's Chief
Executive Officer and each of the four other most highly compensated executive
officers of Auto whose annual salary and bonus during fiscal 1996 (which was a
53-week year) exceeded $100,000 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------
ALL OTHER
NAME AND PRINCIPAL POSITION SALARY COMPENSATION
- --------------------------------------------------------------------- -------- ------------
<S> <C> <C>
Maynard Jenkins...................................................... $ 10,100 $ 72(1)
Chairman of the Board and Chief Executive Officer, from January 27,
1997
Jules Trump.......................................................... 392,700 35,672(2)
Chairman of the Board and Chief Executive Officer, until January
27, 1997
James Bazlen......................................................... 376,000 6,460,594(3)
President, Chief Operating Officer and Chief Financial Officer
Arthur Hicks......................................................... 228,500 1,627,665(4)
Former Executive Vice President -- Store Operations
Martin Fraser........................................................ 148,500 349,587(5)
Senior Vice President -- Merchandising and Distribution
Don Watson........................................................... 126,500 186,529(6)
Senior Vice President, Chief Financial Officer and Treasurer
</TABLE>

- ---------------

(1) Represents insurance premiums paid by the Company with respect to term life
insurance covering Mr. Jenkins.

(2) Represents reimbursement of medical expenses in excess of insurance coverage
provided by the Company and insurance premiums paid by the Company with
respect to term life insurance covering Mr. Trump.

(3) Represents insurance premiums paid by the Company with respect to term life
insurance covering Mr. Bazlen, contributions made by the Company to its
Retirement Program based upon Mr. Bazlen's contributions and payments
pursuant to an equity participation agreement made in connection with the
Acquisition.

(4) Represents insurance premiums paid by the Company with respect to term life
insurance covering Mr. Hicks, contributions made by the Company to its
Retirement Program based upon Mr. Hicks' contributions and payments pursuant
to an equity participation agreement made in connection with the
Acquisition.

(5) Represents reimbursement of medical expenses in excess of insurance coverage
provided by the Company, insurance premiums with respect to term life
insurance covering Mr. Fraser, contributions made by the Company to its
Retirement Program based upon Mr. Fraser's contributions, payments pursuant
to an equity participation agreement made in connection with the Acquisition
and a payment pursuant to the Company's bonus program.

(6) Represents reimbursement of medical expenses in excess of insurance coverage
provided by the Company, insurance premiums with respect to term life
insurance covering Mr. Watson, contributions made by the Company to its
Retirement Program based upon Mr. Watson's contributions, payments pursuant
to an equity participation agreement made in connection with the Acquisition
and a payment pursuant to the Company's bonus program.

48
<PAGE> 50

EXECUTIVE EMPLOYMENT ARRANGEMENTS

Auto has entered into employment agreements with Messrs. Jenkins and Bazlen
pursuant to which they are earning annual base salaries of $525,000 and
$400,000, respectively. Pursuant to these agreements, Messrs. Jenkins and Bazlen
will be eligible for bonuses based upon the EBITDA of Auto and, in the case of
Mr. Jenkins for fiscal 1997 at the discretion of its Board of Directors. These
agreements do not contain stated termination dates, but rather are terminable at
will by either party. If Auto were to terminate the employment of Mr. Bazlen
without cause or if he terminates his employment for Good Reason (as defined),
Auto has agreed to continue to pay him at a rate equal to his annual base salary
then in effect for a period of one year from his termination. Mr. Jenkins'
employment agreement provides that if he is terminated without cause or if he
terminates his employment for Good Reason, he will continue to receive his base
salary and performance bonus for a period of 24 months. In connection with Mr.
Jenkins becoming the Company's Chief Executive Officer, the Company agreed to
pay him a cash bonus for future services of $1,000,000 which he would use to
purchase shares of Common Stock from the Investcorp Group (subject to vesting
restrictions expiring in full in 1999) and to make him a loan in the amount of
$441,500 to be used to pay the state and federal income taxes he incurred in
connection with receipt of the cash bonus. In connection with Mr. Jenkins
relocating to, and purchasing a home in, the Phoenix area, Mr. Jenkins received
a loan of $550,000 from the Company. See "Certain Transactions."

RETIREMENT PROGRAM

Auto sponsors the CSK Auto, Inc. Retirement Program (the "Retirement
Program"), a defined contribution plan that is qualified under Section 401(k) of
the Internal Revenue Code of 1986, as amended (the "Code"). Participation in the
Retirement Program is voluntary and available to any employee, after one year of
employment, who is 21 years of age. Each participant can elect to contribute up
to 15% of his compensation on a pre-tax basis, subject to the legal maximum of
$9,500 per individual. In accordance with the provisions of the Retirement
Program, Auto may elect to make matching contributions to the Retirement
Program. For calendar year 1996, Auto matched 20% of the first 6% of
compensation contributed by each participant for the year. Contributions to the
Retirement Program and Retirement Program earnings are fully vested. Auto made
matching contributions of approximately $288,000 to the Retirement Program in
fiscal 1996. Effective October 1, 1997, Auto changed its matching formula under
the Retirement Program so that, of the first 4% of annual compensation
contributed, 40%, 50% and 60% is matched by Auto for participants with less than
5 years of service, between 5 and 10 years of service and in excess of 10 years
of service, respectively.

INCENTIVE COMPENSATION PLAN

In May 1996, the Company instituted a general and administrative staff
incentive compensation bonus plan (the "Incentive Plan"). The Incentive Plan is
administered by the Chief Executive Officer of the Company. It was in effect
during the Company's 1996 fiscal year. The Incentive Plan is designed to reward
eligible Company executives, managers and supervisors for the achievement of
pre-defined Company performance objectives. Generally, employees at the
supervisor level or above are eligible to participate in the Incentive Plan. At
the beginning of the plan period, a financial goal for the Company is
established by the Chief Executive Officer, who is ineligible for the Incentive
Plan. The financial goal is based upon a measure of earnings before taking into
account interest, taxes, depreciation and amortization. Depending on the
percentage of the financial goal which is met, a percentage of each eligible
employee's base salary will be paid as a bonus. Bonus awards are determined by
multiplying an eligible employee's base salary by a pre-determined,
corresponding percentage which is based on the amount of the financial goal
achieved by the Company. Bonus payments are made semi-annually and are pro-rated
if an employee has not been employed continuously by the Company during the
fiscal year. In fiscal 1996, the Company incurred approximately $1.0 million of
expense with respect to the Incentive Plan.

EQUITY PARTICIPATION AGREEMENTS

Prior to the Acquisition, the Company had entered into incentive
compensation agreements with certain of its executives pursuant to which they
would be compensated in a sale of the Company's equity securities as if they
owned specified percentages of the Company's then outstanding common stock.
Pursuant to the agreements, Messrs. Bazlen, Hicks, Fraser and Watson, as well as
two other current executive officers and one

49
<PAGE> 51

former executive officer who are not Named Executive Officers, became entitled
to certain payments in connection with the Acquisition based upon the
consideration they would have been entitled to if they had owned an aggregate of
6.4% of the Company's common stock and had sold all of such common stock in
connection with the Acquisition at the price per share paid for such shares in
the Acquisition. In satisfaction of all of the Company's obligations under these
agreements, such individuals received payments on the closing of the Acquisition
and Financings and in November 1997 in the following amounts: Mr. Bazlen: $6.5
million and $6.7 million; Mr. Hicks: $1.6 million and $1.7 million; Mr. Fraser:
$0.3 million and $0.3 million, and Mr. Watson: $0.1 million and $0.1 million.
Carmel reimbursed the Company for 60% (the estimated after-tax cost to the
Company) of the amount of such latter payments made one year from the closing of
the Acquisition and Financings. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Effect of the Acquisition and
Financings."

1996 ASSOCIATE AND EXECUTIVE STOCK OPTION PLANS

On October 30, 1996, subject to approval by the Company's Board of
Directors, the Company awarded options to purchase shares of Common Stock of the
Company under its Associate Stock Option Plan (the "Associate Plan") and its
Executive Stock Option Plan (the "Executive Plan" and together with the
Associate Plan, the "Plans") in order to provide incentives to store managers
and salaried corporate and warehouse employees of the Company. In October 1996
and February 1997, the Company's Board of Directors approved the Associate Plan
and the Executive Plan, respectively, and the issuance of the above-described
options. In December 1997, the Company amended the Executive Plan to increase
the number of shares for which options may be granted thereunder and issued
additional options.

The Plans may be administered by a committee of the Board of Directors of
the Company, which would have broad authority in administering and interpreting
the Plans, or, if a committee has not been appointed, by the entire Board of
Directors. The Plans provide that, at such time as the Company has a class of
equity securities registered under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the committee must consist entirely of
"Non-Employee Directors" (as defined in Rule 16b-3 under the Exchange Act). A
committee has not yet been appointed to administer the Plans.

Options to purchase up to an aggregate of and shares of
Common Stock may be granted under the Associate Plan and the Executive Plan,
respectively. Options granted under the Plans may be options intended to qualify
as incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended, or options not intended to so qualify. In the event that an
optionee's employment with the Company is terminated, depending on the timing
and reasons for such termination, the Option may terminate, remain exercisable
for a short period or be replaced by a right to receive certain payments upon
completion of an initial public offering of the Company's securities. In the
event of a sale of more than 80% of the outstanding shares of capital stock of
the Company or 80% of its assets, the vested portion of an option and, under
circumstances, the unvested portion will be purchased by the Company.

The Company has granted options to purchase shares under the
Associate Plan and shares under the Executive Plan. The exercise price
applicable to these options is per share, the fair market value at the
date of grant based upon the price paid for such shares in the Acquisition. All
options expire on the seventh anniversary of the date of grant (or, under
certain circumstances, 30 days later).

Each option granted under the Plans will be subject to vesting provisions
and, whether or not then vested, will not become exercisable until the earlier
of the occurrence of an initial public offering of the Company's securities or
the seventh anniversary of the date of grant. Options granted under the
Associate Plan will vest in three equal installments on the second, third and
fourth anniversaries of the date of their grant, assuming the associate's
employment continues during this period ("Four Year Vesting"). Options granted
under the Executive Plan will be subject to the Four Year Vesting as to 84% of
such options and performance vesting (over the same four years) as to the
remaining 16%. The performance vesting criteria will be based upon achieving
specified operating results. Partial vesting of options subject to performance
vesting will occur if the Company achieves less than 95% of the specified
operating results. Any portion of options granted under the

50
<PAGE> 52

Executive Plan which are subject to performance vesting and which do not vest
during the four years will automatically vest 90 days prior to the end of the
option's term. If the specified operating results are exceeded for any year by
at least 10%, the executive will receive options for up to an additional 5% (20%
on a cumulative basis) of his or her original option grant.

Currently, Vice Presidents and Senior Vice Presidents are eligible for
participation in the Executive Plan. The Company's Chief Executive Officer and
Chief Operating Officer, who are not covered by either of the option plans
described above have been granted options for shares and shares,
respectively, which generally will vest in 2003, subject to earlier vesting
based upon the achievement of certain EBITDA targets and the occurrence of other
specified events.

MANAGEMENT STOCK PURCHASE AGREEMENTS AND 1997 STOCK LOAN PLAN

The Company has established stock purchase and stock loan programs pursuant
to which members of Auto's management have purchased an aggregate of
shares of Common Stock at the price per share paid in the Acquisition and
Financings and have received loans from the Company to fund a portion of the
cost of such shares. Loans made pursuant to the 1997 Stock Loan Plan are secured
by a pledge of the purchased shares, mature in six years, and bear interest at
the same rate as the revolving credit portion of the Senior Credit Facility. To
the extent a loan exceeds the purchase price of all shares purchased by the
participant for cash outside of the loan program, the participant will have to
reduce the principal balance of the loan using 50% of the after-tax portion of
his or her annual bonus. Each loan participant entered into a pledge agreement
and executed a secured promissory note. In addition, the Company has agreed to
loan purchasers of shares under the stock purchase program funds to pay any
income taxes associated with such purchases. For each share of Common Stock
purchased under the stock purchase program without the benefit of the 1997 Stock
Loan Plan, the management employee received an option under the Executive Plan
to purchase one share of Common Stock.

CERTAIN TRANSACTIONS

In October 1989, the Company entered into a nine year lease (the "Initial
Lease") for its corporate headquarters in Phoenix, Arizona, with an unaffiliated
landlord. The lease relates to approximately 78,577 square feet and provides for
a current base rent of approximately $1,490,000 per year. During January 1994,
Missouri Falls Holdings Corp., an affiliate of the Company, acquired an interest
in the partnership ("Missouri Falls Partners") which acquired the building and
assumed the lease between the Company and the former landlord. In April 1995,
the Company assumed a lease (the "Subsequent Lease") between a former tenant and
Missouri Falls Partners for approximately 11,683 square feet of additional
office space at a current lease rent of $148,958 per year. In connection with
the Acquisition and Financings, both the Initial Lease and the Subsequent Lease
were extended through October 2006 and, at its originally scheduled termination
in April 1998, rent under the Subsequent Lease will increase to the same per
square foot rent as is charged under the Initial Lease. Additionally, the
Company rents approximately 5,754 square feet of additional space at these
premises for an annual rental of $106,449 under two separate lease documents
with expiration dates of February and March, 2000, respectively.

An obligation of the Company incurred in connection with the purchase of
product from two of its vendors was subsequently transferred to Transatlantic,
an affiliate of Carmel. At the time of such transfers, the Company owed the sum
of approximately $16.5 million (less anticipated discounts of approximately $0.8
million) to the vendors. As of September 29, 1996, the obligation has been paid
in full.

The sum of approximately $15.5 million was paid to Transatlantic as of
December 27, 1996 pursuant to the Company's promissory note dated July 24, 1996.
The promissory note was issued to evidence a loan to the Company, in the amount
of $15.0 million, the proceeds of which were used for the payment of vendors.
The Company has agreed to pay to Transatlantic, in March of 1998, the sum of
$1.0 million on account of fees for past financings.

51
<PAGE> 53

Transatlantic Realty, Inc. ("Realty"), another affiliate of Carmel, has
entered into a series of sale-leaseback transactions with Auto with respect to
various real property and fixtures since October 1995. The total funding
provided by Realty in these transactions through December 15, 1997 was
approximately $33.1 million, which represented the cost of such assets to Auto
(of which $27.3 million was for real property and $5.8 million was for
fixtures). Auto has replaced approximately $21.5 million of the real property
sale-leasebacks and $3.9 million of the fixture sale-leasebacks with similar
arrangements with unrelated third parties on terms set in arm's-length
negotiations which generally are not as favorable to Auto as the original
sale-leasebacks entered into with Realty. As of December 15, 1997, there were
approximately $5.8 million of real property sale-leasebacks and $1.9 million of
fixture sale-leasebacks remaining in this facility. Auto intends to continue to
replace such sale-leasebacks and has agreed to use its best efforts to do so
(including, in certain cases, increasing the rent payable under such leases).

Since the closing of the Acquisition and Financings, Transatlantic Leasing,
Inc. ("Leasing"), another affiliate of Carmel, has entered into a series of
sale-leaseback transactions with Auto with respect to certain real property. The
total funding provided by Leasing in these transactions as of December 15, 1997
was approximately $23 million. In connection with the establishment of a new
sale-leaseback facility, Auto terminated the facility with Leasing on October
30, 1997. The terms of the leases under the facility with Leasing were set in
arm's-length negotiations and the Company believes such terms to be at least as
favorable to it as could have been obtained at that time from unaffiliated third
parties. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" and Note 3 to
Consolidated Financial Statements.

In connection with the Acquisition and Financings, $40.0 million of 12%
Subordinated Notes were acquired by a designee of the Investcorp Group,
Southwest Finance Limited ("Southwest Finance"), a company in which an affiliate
of Investcorp held a minority interest. In connection with the purchase of these
12% Subordinated Notes, Southwest Finance received a fee of $4.0 million. In
addition, Transatlantic acquired $10.0 million of the 12% Subordinated Notes.
Also, in connection with the Acquisition, Invifin S.A., an affiliate of
Investcorp ("Invifin"), received a fee of $1.575 million for providing a standby
commitment to fund the amount of the Senior Credit Facility and the Company paid
Investcorp International Inc. ("International") advisory fees of $1.275 million.
The Company also paid $3.15 million to International for arranging the Senior
Credit Facility. The Company will use $50.5 million of the net proceeds of the
Offering to redeem the 12% Subordinated Notes, including a redemption premium of
$0.5 million. See "Use of Proceeds."

In addition, in connection with the Acquisition, the Company entered into a
five-year agreement for management advisory and consulting services (the
"Management Agreement") with International pursuant to which the Company paid
International at the closing of the Acquisition $5.0 million for the entire term
of the Management Agreement in accordance with its terms. The Management
Agreement will be terminated in connection with the Offering.

In connection with his engagement as Chief Executive Officer, Mr. Jenkins
executed a note in favor of the Company in the principal amount of $550,000. The
note matures in 1999 and bears interest at a rate of 4.535%. The proceeds of the
loan were used by Mr. Jenkins to finance the purchase of the new home required
as a result of his relocation. This loan was authorized by the Board of
Directors prior to the commencement of Mr. Jenkins' employment. Mr. Jenkins also
received a loan from the Company in the amount of $441,500 to pay the state and
federal income taxes he incurred in connection with the $1,000,000 cash bonus
that he received in connection with his engagement as Chief Executive Officer
that he was required to use to purchase shares of Common Stock from a member of
the Investcorp Group. This loan has a three year term, is secured by a pledge of
shares of Common Stock and bears interest at the same rate applicable
to borrowings under the revolving credit portion of the Senior Credit Facility.

In connection with the Trak West Acquisition in December 1997, a member of
the Investcorp Group and Transatlantic, purchased additional stock of the
Company for approximately $11.2 million and $10.8 million, respectively. After
giving effect to such purchases, the Investcorp Group, having sold a portion of
its common

52
<PAGE> 54

equity interest to Mr. Jenkins at its cost pursuant to a prior agreement, owned
a 50.1% common equity interest in the Company and the Carmel Group, having sold
a portion of its common equity to a different member of management of the
Company at its cost pursuant to a prior agreement, owned a 47.1% common equity
interest in the Company. In connection with the sale of capital stock to the
Investcorp Group, an affiliate of Investcorp was paid a $1.0 million placement
fee. In connection with the negotiation of the Trak West Acquisition, TG
Investments, Ltd., an affiliate of Carmel, was paid a $1.0 million consulting
fee.

STOCKHOLDERS' AGREEMENT

Upon the closing of the Acquisition and Financings (the "Closing"), each of
the stockholders of the Company (the "Stockholders"), the Company and Auto
entered into a stockholders' agreement (the "Stockholders' Agreement") which
imposes certain restrictions on, and rights with respect to, the transfer of
shares of capital stock of the Company held by the Stockholders ("Shares") and
entitles the Stockholders to certain rights regarding corporate governance.

Other than transfers to affiliates and certain family members ("Permitted
Transferees") or pursuant to a registered public offering or pursuant to Rule
144, any proposed sales or other transfers of Shares by any Stockholder will be
subject to the first right of the Company and each of the other Stockholders to
purchase such offered Shares on the same terms and conditions of the proposed
third-party sale. In addition, at any time following the second anniversary of
the date of the Closing, any Stockholder wishing to sell any of its Shares,
whether or not it has received a third-party offer, may offer to sell such
Shares to the Company and the other Stockholders on terms and conditions
established by the selling Stockholder. In the event that the Company and/or the
other Stockholders fail to exercise their right to purchase, the selling
Stockholder may sell such offered Shares to third parties on such terms and
conditions specified in the Stockholders' Agreement.

Under certain circumstances, if, following the first anniversary of the
Closing, members of the Original Investcorp Group or the Original Carmel Group
(each as defined below) desire to sell all of their Shares in an unaffiliated
third-party sale pursuant to an offer by such third party to acquire all of the
outstanding Shares of the Company, then the selling Stockholders will have the
right to require each of the other Stockholders to sell all of their Shares in
the same transaction and upon the same terms and conditions as received by the
selling Stockholders; provided that the other Stockholders will have the right
to purchase, and/or have the Company purchase, from the selling Stockholders all
of the Shares held by the selling Stockholders upon the terms and conditions
such Shares were proposed to be sold by the selling Stockholders. For purposes
of this section, the "Original Investcorp Group" shall mean the members of the
Investcorp Group and each of their Permitted Transferees; the "Original Carmel
Group" shall mean Carmel and each of its Permitted Transferees; the "Investcorp
Group" shall mean the members of the Investcorp Group and each of their
respective transferees and subsequent transferees; and the "Carmel Group" shall
mean Carmel and each of its transferees and subsequent transferees.

The Stockholders' Agreement also provides that, in the event any
Stockholder (the "Proposed Transferor") proposes to transfer any Shares (other
than to Permitted Transferees, or pursuant to a registered public offering or
under Rule 144) to any person (the "Proposed Purchaser"), each of the other
Stockholders will have the right to require the Proposed Purchaser to purchase a
corresponding percentage of its Shares with a corresponding reduction in the
number of Shares to be purchased from the Proposed Transferor. Each Stockholder
will also have preemptive rights under certain circumstances to acquire a
portion of any additional Shares offered at any time by the Company, other than
in connection with a public offering and certain non-cash issuances, in order to
enable such Stockholder to maintain its percentage equity ownership in the
Company. The Stockholders' Agreement also provides the Stockholders with various
registration rights commencing upon the earlier of an initial public offering of
the Company's securities or the fifth anniversary of the Closing.

Under certain circumstances, members of the Investcorp Group or the Carmel
Group will have the right to offer all of their Shares for sale to the other
Stockholders who are members of the other group (the "Offeree Stockholders") at
a price established by the offering Stockholders. If the Company and/or the

53
<PAGE> 55

Offeree Stockholders do not purchase the offered Shares, the offering
Stockholders must then purchase all of the Shares held by the members of the
other group at the price first offered by the offering Stockholders.

The Stockholders' Agreement provides that the Investcorp Group will have
the right to nominate a majority of the members of the Boards of Directors of
the Company, Auto and their respective subsidiaries so long as it holds a
greater number of Shares than the Carmel Group, and the Carmel Group will have
the right to nominate a majority of the members of such Boards of Directors
during any period in which the Carmel Group holds a greater number of Shares.
Pursuant to the Stockholders' Agreement, each of the Stockholders agrees to vote
all of its shares in favor of each of the persons nominated to such Boards by
each group.

In addition, at least one member of the Boards of Directors nominated by
each group must approve certain fundamental corporate actions proposed to be
taken by Auto or the Company, including, without limitation, (i) the making of
any assignment for the benefit of its creditors or the commencement of any
bankruptcy or similar proceedings, (ii) the addition of certain new unrelated
lines of business, (iii) certain sales of its assets, (iv) certain significant
mergers, consolidations and acquisitions, (v) the incurrence of certain
significant indebtedness, (vi) certain transactions with affiliates, (vii) any
amendment to its certificate of incorporation or bylaws, (viii) the execution,
amendment, modification or termination of certain significant agreements, (ix)
the termination or significant change in duties of certain officers of the
Company, and (x) certain issuances of Shares by the Company.

The Stockholders' Agreement will terminate, other than with respect to the
registration rights provided for therein, at such time as either the Investcorp
Group or the Carmel Group holds Shares representing less than the lesser of (i)
5% of the then current voting power or (ii) 10% of the number of Shares having
voting power held by such group at the time of the Closing. Notwithstanding the
foregoing, the provisions of the Stockholders' Agreement requiring the consent
of at least one director nominated by each group shall terminate at such earlier
time as either (a) the Investcorp Group and the Carmel Group fail to hold in the
aggregate Shares representing more than 50% of the then current voting power or
(b) either the Original Investcorp Group or the Original Carmel Group holds less
than 50% of the number of Shares having voting power held by such group at the
time of the Closing.

54
<PAGE> 56

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information concerning beneficial
ownership of the Company's capital stock as of November 2, 1997, by (i) each
person which is a beneficial owner of more than 5% of the outstanding voting
stock, (ii) each director of the Company who could be deemed to be the
beneficial owner of shares of the Company's capital stock, (iii) each current
Named Executive Officer who could be deemed to be the beneficial owner of shares
of the Company's capital stock and (iv) all directors and executive officers of
the Company as a group:

<TABLE>
<CAPTION>
PERCENT
OF TOTAL
VOTING POWER
--------------------------
NAME AND ADDRESS PRIOR TO AFTER THE
OF BENEFICIAL OWNER NUMBER THE OFFERING OFFERING
- ----------------------------------------------------------- ---------- ------------ ---------
<S> <C> <C> <C>
INVESTCORP S.A.(1)(2)......................................
37 Rue Notre-Dame, Luxembourg
SIPCO Limited(2)(3)(4).....................................
Auto Equity Limited (4)....................................
Auto Parts Limited (4).....................................
Auto Investments Limited(4)................................
CSK Equity Limited (4).....................................
Investcorp CSK Holdings L.P.(1)............................
Carmel Trust(2)(5)......................................... (6)
Jules Trump(7)............................................. --(6) --
Eddie Trump(7)............................................. --(6) --
Robert Smith(5)............................................ --(6) --
Maynard Jenkins(8).........................................
James Bazlen(8)............................................
Martin Fraser(8)...........................................
Don Watson(8)..............................................
All directors and executive officers as a group (17
persons)................................................. (6)
</TABLE>

- ---------------

(1) Investcorp does not own any stock in the Company. The number of shares shown
as owned by Investcorp includes all of the shares owned by Investcorp
Investment Equity Limited, a Cayman Islands corporation and a wholly-owned
subsidiary of Investcorp and Investcorp CSK Holdings L.P., a Cayman Islands
Limited Partnership in which Investcorp both owns a majority economic
ownership interest and is the sole general partner. Investcorp owns no stock
in Equity CSKA Limited, Equity CSKB Limited, South Bay Limited, Ballet
Limited, Denary Limited, Gleam Limited, Highlands Limited, Noble Limited,
Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited, Zinnia
Limited, or the beneficial owners of these entities. Equity CSKA Limited,
Equity CSKB Limited, South Bay Limited, Ballet Limited, Denary Limited,
Gleam Limited, Highlands Limited, Noble Limited, Outrigger Limited, Quill
Limited, Radial Limited, Shoreline Limited and Zinnia Limited each is a
Cayman Islands corporation. Investcorp may be deemed to share beneficial
ownership of the shares of voting stock held by these entities because the
entities have entered into revocable management services or similar
agreements with an affiliate of Investcorp pursuant to which each of such
entities has granted such affiliate the authority to direct the voting and
disposition of the Company Common Stock owned by such entity for so long as
such agreement is in effect. Investcorp is a Luxembourg corporation.

(2) The stockholders of the Company, the Company and Auto have entered into a
Stockholders' Agreement with respect to the voting, and in certain
circumstances the disposition, of the shares of capital stock of the
Company. See "Certain Transactions -- Stockholders' Agreement."

(3) SIPCO Limited may be deemed to control Investcorp through its ownership of a
majority of a company's stock that indirectly owns a majority of
Investcorp's shares.

56
<PAGE> 57

(4) PO Box 1111, West Wind Building, Harbour Drive, George Town, Grand Cayman,
Cayman Islands, British West Indies.

(5) c/o Sonnenschein Nath & Rosenthal, Suite 8000, Sears Tower, 233 S. Wacker
Drive, Chicago, Illinois 60606.

(6) The Trustee of Carmel is CHT Trust Company Limited. The agreement pursuant
to which Carmel was established in 1977 (the "Carmel Agreement") designates
certain Protectors who must authorize any action taken by the Trustee and
who have the authority to discharge the Trustee and to appoint substitute
trustees. These Protectors are Saul Tobias Bernstein, Gerrit Van Reimsdijk
and Robert Smith (who is also a director of the Company). These Protectors
are not otherwise associated with the Company or Carmel. The Carmel
Agreement provides that Carmel shall continue until 21 years after the death
of the last survivor of the descendants of certain persons living on the
date it was established (the "Carmel Term"). Certain members of the families
of Jules Trump (a director of the Company) and Eddie Trump (a director of
the Company) may appoint beneficiaries or themselves become beneficiaries
(by appointment or at the end of the Carmel Term without appointment). If
there are no such beneficiaries at the end of the Carmel Term, the assets of
Carmel will be paid out to certain charitable institutions. Jules Trump,
Eddie Trump and Robert Smith each disclaim beneficial ownership of such
shares.

(7) c/o The Trump Group, 4000 Island Boulevard, Williams Island, Florida 33160.

(8) c/o CSK Auto Corporation, 645 E. Missouri Avenue, Suite 400, Phoenix,
Arizona 85012.

57
<PAGE> 58

DESCRIPTION OF CAPITAL STOCK

GENERAL

Upon completion of the Offering, the Company's authorized capital stock
will consist of shares of preferred stock, of which no shares will be
issued and outstanding, and million shares of Common Stock, $.01 par value
per share, of which shares will be issued and outstanding. The
material terms of the Company's Certificate of Incorporation and Bylaws are
discussed below.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in the election
of directors and on all other matters on which stockholders are entitled or
permitted to vote. Holders of Common Stock are not entitled to vote cumulatively
for the election of directors. Holders of Common Stock have no redemption,
conversion, preemptive or other subscription rights. There are no sinking fund
provisions relating to the Common Stock. In the event of the liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share ratably in all of the assets of the Company, if any, remaining after
satisfaction of the debts and liabilities of the Company. The outstanding shares
of Common Stock are, and the shares of Common Stock offered hereby will be, upon
payment therefor as contemplated herein, validly issued, fully paid and
nonassessable.

Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors of the Company out of funds legally available
therefor. The Company does not anticipate paying cash dividends on the Common
Stock in the foreseeable future. See "Dividend Policy."

PREFERRED STOCK

The Board of Directors is authorized, subject to certain limitations
prescribed by law, to issue the preferred stock in one or more classes or series
and to fix the designations, powers, preferences, rights, qualifications,
limitations or restrictions of any such class or series. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of any preferred stock that may be issued in the
future. The issuance of preferred stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. The Company has no
current plans to issue shares of preferred stock.

CERTAIN PROVISIONS OF DELAWARE LAW

The Company is incorporated under the Delaware General Corporation Law (the
"DGCL"). The Company is subject to Section 203 of the DGCL, which restricts
certain transactions and "business combinations" between a Delaware corporation
and an "interested stockholder" (in general, a stockholder owning 15% or more of
the corporation's outstanding voting stock) or an affiliate or associate of an
interested stockholder, for a period of three years from the date the
stockholder becomes an interested stockholder. A "business combination" includes
mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, unless the
transaction is approved by the board of directors and the holders of at least
66 2/3% of the outstanding voting stock of the corporation (excluding shares
held by the interested stockholder), Section 203 prohibits significant business
transactions such as a merger with, disposition of assets to or receipt of
disproportionate financial benefits by the interested stockholder, or any other
transaction that would increase the interested stockholder's proportionate
ownership of any class or series of the corporation's stock. The statutory ban
does not apply if, upon consummation of the transaction in which any person
becomes an interested stockholder, the interested stockholder owns at least 85%
of the outstanding voting stock of the corporation (excluding shares held by
persons who are both directors and officers or by certain employee stock plans).

The Company's Certificate of Incorporation contains certain provisions
permitted under the DGCL relating to the liability of directors. The Certificate
of Incorporation provides that, to the fullest extent

58
<PAGE> 59

permitted by the DGCL, no director of the Company will be liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director. The Certificate of Incorporation and Bylaws of the Company also
contain provisions indemnifying the directors and officers of the Company to the
fullest extent permitted by the DGCL.

Section 203 and the provisions of the Company's Certificate of
Incorporation and Bylaws described above may make it more difficult for a third
party to acquire, or discourage acquisition bids for, the Company. Section 203
and these provisions could have the effect of inhibiting attempts to change the
membership of the Board of Directors of the Company. In addition, the limited
liability provisions in the Certificate of Incorporation and the indemnification
provisions in the Certificate of Incorporation and Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their
fiduciary duty (including breaches resulting from grossly negligent conduct) and
may have the effect of reducing the likelihood of derivative litigation against
directors and officers, even though such an action, if successful, might
otherwise have benefited the Company and its stockholders. Furthermore, a
stockholder's investment in the Company may be adversely affected to the extent
the Company pays the costs of settlement and damage awards against directors and
officers of the Company pursuant to the indemnification provisions in the
Company's Bylaws. The limited liability provisions in the Certificate of
Incorporation will not limit the liability of directors under Federal securities
laws.

SHARES RESERVED FOR ISSUANCE

The Company has shares of Common Stock reserved for issuance upon
the exercise of options granted or to be granted under the Plans. Upon
consummation of the Offering, options for the purchase of shares will
have been granted. Upon the closing of the Offering, options for the purchase of
shares of Common Stock will be fully vested.

TRANSFER AGENT

The transfer agent and registrar for the Common Stock is .

LISTING

The Common Stock has been submitted for approval for listing on the
under the symbol " ."

59
<PAGE> 60

DESCRIPTION OF CERTAIN INDEBTEDNESS

The material terms of certain indebtedness of the Company are described
below. Each of the following summaries is subject to and qualified in its
entirety by reference to the detailed provisions of the respective agreements
and instruments to which each summary relates. Copies of such agreements and
instruments have been filed as exhibits to the Registration Statement of which
this Prospectus is a part.

SENIOR CREDIT FACILITY

The Amended and Restated Credit Agreement dated as of December 8, 1997 (the
"Senior Credit Facility"), entered into among Auto, the several lenders from
time to time parties thereto (collectively the "Lenders"), The Chase Manhattan
Bank, as the administrative agent for the Lenders (the "Administrative Agent"),
provides for a $300.0 million aggregate term loan (the "Term Loan") and
revolving credit facility (the "Revolving Credit Facility," and, together with
the Term Loan, the "Loans").

The Loans are collateralized by a first priority security interest in
substantially all the personal property of Auto and its subsidiaries. The
Company has also issued a guarantee of the Loans, which guarantee is secured by
a pledge by the Company of all issued and outstanding capital stock of Auto.
Each of the current U.S. subsidiaries of Auto has also issued a guarantee of the
Loans, which is collateralized by a first priority security interest in
substantially all personal property of such subsidiary. Auto has pledged the
issued and outstanding capital stock of each such subsidiary to collateralize
indebtedness under the Senior Credit Facility. Any future U.S. subsidiaries of
Auto will also be required to issue a guarantee of the Loans which will be
similarly collateralized, and Auto is required to pledge the issued and
outstanding capital stock of such subsidiary as well.

TERM LOAN

The Senior Credit Facility includes a $175.0 million Term Loan. As of
December 15, 1997, $175.0 million was outstanding under the Term Loan. The Term
Loan has a final maturity date of October 31, 2003. The principal amount of the
Term Loan is scheduled to be repaid in installments totaling $1.0 million in
fiscal year 1998, $1.0 million in fiscal year 1999, $1.0 million in fiscal year
2000, $46.0 million in fiscal year 2001, $63.0 million in fiscal year 2002 and
$63.0 million in fiscal year 2003.

REVOLVING CREDIT FACILITY

The Senior Credit Facility includes a $125.0 million Revolving Credit
Facility. Auto is entitled to draw amounts under the Revolving Credit Facility
to use for general corporate purposes, including (i) the redemption, repayment
or repurchase of up to $20.0 million aggregate principal amount of the 11%
Senior Subordinated Notes, (ii) acquisitions of companies engaged primarily in
businesses similar to the businesses in which Auto and its subsidiaries are
engaged, in an aggregate amount of $50.0 million, subject to pro forma
compliance with financial covenants, and (iii) investments in the development of
new or relocated stores in an aggregate amount not to exceed at any one time
$50.0 million, against which amount shall be credited any funds from the
subsequent sale of any real property or fixtures purchased or developed in
connection therewith. The Revolving Credit Facility includes separate sub-limits
for issuance of letters of credit and swing line loans available on same-day
notice. As of December 15, 1997, $38.2 million was outstanding under the
Revolving Credit Facility. The Revolving Credit Facility has a final maturity
date of October 31, 2001. The ability of Auto to borrow funds under its
Revolving Credit Facility is subject to the limits on incurrence of additional
indebtedness imposed by the 11% Senior Subordinated Notes. See "-- 11% Senior
Subordinated Notes Due 2006 -- Certain Covenants."

INTEREST RATES

The Senior Credit Facility accrues interest at either the alternate base
rate (the "Alternate Base Rate") or an adjusted eurodollar rate (the "Eurodollar
Rate"), at the option of the Company, plus the applicable interest margin. The
Alternate Base Rate at any time is determined to be the highest of (i) the
Federal Funds Rate plus 0.50% per annum, (ii) the Base CD Rate (as defined
below) plus 1.00% per annum and (iii) The

60
<PAGE> 61

Chase Manhattan Bank's prime rate. The applicable interest margin is currently
1.50% with respect to any portion of the Term Loan that accrues interest at the
Alternate Base Rate and 2.50% per annum with respect to any portion of the Term
Loan that accrues interest at the Eurodollar Rate. The applicable interest
margin is currently 1.25% with respect to any amounts outstanding under the
Revolving Credit Facility that accrues interest at the Alternate Base Rate and
2.25% with respect to any amounts outstanding under the Revolving Credit
Facility that accrues interest at the Eurodollar Rate. The applicable interest
margins with respect to all Loans made under the Senior Credit Facility are
determined pursuant to a pricing grid and are periodically subject to
adjustment, based upon the ratio of Auto's Consolidated Funded Indebtedness (as
defined in the Senior Credit Facility) at the end of a fiscal quarter to its
Consolidated EBITDA (as defined in the Senior Credit Facility) for the four
preceding fiscal quarters as determined in Auto's quarterly financial
statements. The Company believes that following the Offering and the application
of the estimated net proceeds therefrom as set forth under the caption "Use of
Proceeds," and the resulting reduction of the applicable interest margin with
respect (i) to the Term Loan, such interest margin will be 1.00% per annum with
respect to amounts that accrue interest at the Alternate Base Rate and 2.00%
with respect to amounts that accrue interest at the Eurodollar Rate, and (ii) to
loans made under the Revolving Credit Facility, such interest margin will be
0.75% per annum with respect to amounts that accrue interest at the Alternate
Base Rate and 1.75% per annum with respect to amounts that accrue interest at
the Eurodollar Rate. As used herein, "Base CD Rate" means the secondary market
rate for three-month certificates of deposit of money center banks, adjusted for
reserves and assessments.

MANDATORY AND OPTIONAL PREPAYMENTS

The Senior Credit Facility requires that upon an offering by the Company,
Auto, or any subsidiary of Auto of its common or other voting stock to any
person other than a current stockholder or an affiliate thereof, including the
Offering, 50% of the net proceeds from such offering, after deducting therefrom
the costs of redemption of the 12% Subordinated Notes, if any, and the
redemption by Auto of up to 35% of the 11% Senior Subordinated Notes, if any,
must be applied toward the prepayment of the Term Loan under the Senior Credit
Facility. See "Use of Proceeds."

Upon the receipt of proceeds from certain assets sales and exchanges, or
upon the incurrence of any additional indebtedness (other than indebtedness
permitted under the Senior Credit Facility), 100% of the net proceeds from such
incurrence, sale or exchange, will be applied toward the prepayment of
indebtedness under the Senior Credit Facility. Such payments are required to be
applied first to the prepayment of the term loan and, second, to reduce
permanently the revolving credit commitments. In addition, the Senior Credit
Facility requires that 50% of Auto's Excess Cash Flow (as defined in the Senior
Credit Facility) will be applied toward the prepayment of the term loan under
the Senior Credit Facility. Subject to certain conditions, Auto may, from time
to time, make optional prepayments of Loans without premium or penalty.

CERTAIN COVENANTS

The Senior Credit Facility imposes certain covenants and other requirements
on Auto and its subsidiaries. In general, the affirmative covenants provide for
mandatory reporting by Auto of financial and other information to the Lenders
and notice by Auto to the Lenders upon the occurrence of certain events. The
affirmative covenants also include standard covenants requiring Auto to operate
its business in an orderly manner and consistent with past practices.

The Senior Credit Facility contains certain negative covenants and
restrictions on actions by Auto and its subsidiaries that, among other things,
restrict: (i) the incurrence and existence of indebtedness; (ii) consolidations,
mergers and sales of assets; (iii) the incurrence and existence of liens or
other encumbrances; (iv) the incurrence and existence of contingent obligations;
(v) the payment of dividends and repurchases of stock; (vi) prepayments and
amendments of certain subordinated debt instruments; (vii) investments, loans
and advances; (viii) capital expenditures; (ix) changes in fiscal year; (x)
certain transactions with affiliates; and (xi) changes in lines of business. In
addition, the Senior Credit Facility requires that Auto comply with specified
financial ratios and tests, including minimum cash flow, a maximum ratio of
indebtedness to cash flow and a minimum interest coverage ratio.

61
<PAGE> 62

EVENTS OF DEFAULT

The Senior Credit Facility specifies certain customary events of default
including non-payment of principal, interest or fees, violation of covenants,
inaccuracy of representations and warranties in any material respect, cross
default to certain other indebtedness and agreements, bankruptcy and insolvency
events, material judgments and liabilities, certain ERISA events, a change of
control, and unenforceability of certain documents under the Senior Credit
Facility.

FEES AND EXPENSES

Auto is required to pay to the Administrative Agent, for the account of
each Lender, a percentage per annum of the average daily amount of the available
revolving credit commitment of each Lender. The Company believes that following
the Offering and the application of the net proceeds therefrom as set forth
under the caption "Use of Proceeds," this commitment fee will be 0.375% of such
commitment, but is periodically subject to adjustment pursuant to the criteria
used to determine the applicable interest margin. Auto is also required to pay
to the Administrative Agent an agent's fee in an amount agreed between Auto and
the Administrative Agent.

The description of the Senior Credit Facility set forth above does not
purport to be complete and is qualified in its entirety by reference to the
Senior Credit Facility and related guarantees and pledge agreements, copies of
which are available from the Company upon request.

11% SENIOR SUBORDINATED NOTES DUE 2006

On October 30, 1996, Auto issued and sold in a private placement $125.0
million aggregate principal amount of 11% Senior Subordinated Notes due 2006
(the "Old 11% Notes") pursuant to an Indenture (the "Auto Indenture"), between
Auto and The Bank of New York (as successor to Wells Fargo Bank, N.A.), as
Trustee. On March 13, 1997, Auto offered to exchange up to all outstanding Old
11% Notes for a like principal amount of its 11% Series A Senior Subordinated
Notes due 2006 (the "11% Senior Subordinated Notes") issued pursuant to the Auto
Indenture in a transaction registered under the Securities Act. Auto consummated
the exchange offer on June 18, 1997, with all of the Old 11% Notes being
exchanged for 11% Senior Subordinated Notes.

The 11% Senior Subordinated Notes bear interest at 11% per year, payable
semiannually in arrears on each May 1 and November 1, and mature on November 1,
2006. The 11% Senior Subordinated Notes are general, unsecured senior
subordinated obligations of Auto. The 11% Senior Subordinated Notes are
guaranteed fully, unconditionally and jointly and severally by all of Auto's
subsidiaries and will be similarly guaranteed by any future United States
subsidiaries of Auto, on a senior subordinated basis.

MANDATORY AND OPTIONAL REDEMPTION

On and after November 1, 2001, the 11% Senior Subordinated Notes will be
redeemable, at the option of Auto, in whole or in part, upon not less than 30
nor more than 60 day's notice, at the redemption prices set forth below
(expressed in percentages of principal amount), plus accrued and unpaid interest
thereon, if any, to the applicable redemption date, if redeemed during the
12-month period beginning on November 1 of the years indicated below:

<TABLE>
<CAPTION>
PERIOD REDEMPTION PRICE
--------------------------------------------------------------------- ----------------
<S> <C>
2001................................................................. 105.500%
2002................................................................. 103.667%
2003................................................................. 101.833%
2004 and thereafter.................................................. 100.000%
</TABLE>

In addition, at any time on or prior to November 1, 1999, Auto may (but
will not have the obligation to) redeem up to 35% of the original aggregate
principal amount of the 11% Senior Subordinated Notes at a redemption price of
110% of the principal amount thereof, in each case plus accrued and unpaid
interest

62
<PAGE> 63

thereon, if any, to the redemption date, with the net proceeds of an Equity
Offering (as defined in the Auto Indenture), including the Offering, provided,
that at least 65% of the original aggregate principal amount of the 11% Senior
Subordinated Notes remain outstanding immediately after the occurrence of such
redemption; and provided, further, that such redemption will occur within 60
days of the date of the closing of such Equity Offering.

The Company intends to contribute approximately $48.1 million of the net
proceeds from the Offering to Auto to enable Auto, in accordance with the terms
of the Auto Indenture, to redeem approximately $43.8 million aggregate principal
amount of 11% Senior Subordinated Notes, together with the accrued and unpaid
interest, if any, and premium thereon, at a redemption price of 110% of the
principal amount thereof. See "Use of Proceeds."

CERTAIN COVENANTS

The Auto Indenture contains certain covenants that impose limitations on
Auto with respect to, among other things: (i) the incurrence of additional
indebtedness; (ii) the issuance of Disqualified Stock (as defined therein) by
Auto and preferred stock by its subsidiaries; (iii) the making of certain
Restricted Payments (as defined therein); (iv) payments of dividends and other
payment restrictions affecting subsidiaries; (v) layering if indebtedness; (vi)
the incurrence of liens; (vii) transactions with affiliates; and (viii) the
consummation of certain mergers, consolidations or sales of assets. The
limitations on the incurrence of indebtedness imposed by the Auto Indenture, may
prevent Auto from making borrowings under its Revolving Credit Facility that,
when added to the aggregate amount of outstanding borrowings under the Revolving
Credit Facility and the principal amount of outstanding Term Loans, would exceed
$200.0 million, unless (i) the new borrowings are of a type specifically
permitted pursuant to the Auto Indenture, or (ii) after giving pro forma effect
to such new borrowings, the ratio of Auto's Consolidated EBITDA (as defined in
the Auto Indenture) to its Fixed Charges (as defined in the Auto Indenture)
exceeds 2 to 1 prior to October 30, 1998 and 2.25 to 1 thereafter.

REPURCHASE AT THE OPTION OF HOLDERS

The Auto Indenture provides that upon the occurrence of a "change of
control," each holder of 11% Senior Subordinated Notes will have the right to
require Auto to repurchase all or any part of such holder's 11% Senior
Subordinated Notes at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase. For the purposes of the 11% Senior Subordinated Notes, a "change of
control" is deemed to occur (i) at such time as any person (other than
Investcorp, any of Investcorp's affiliates, senior management of the Company or
Auto (collectively, the "Initial Control Group"), or any person acting in the
capacity of an underwriter with respect to the capital stock of the Company or
Auto) acquires or obtains the right to acquire, directly or indirectly, 35% or
more of the total voting power of the Company or Auto, provided that the Initial
Control Group does not hold at least the same percentage of such total voting
power of the Company or Auto, as the case may be, as such person and cannot
designate for election a majority of the board member, or (ii) if any person
other than the Initial Control Group nominates, in one or more elections,
directors of the Company or Auto and such directors are elected, such time as
such directors constitute a majority of the board of directors of the Company or
Auto, as the case may be.

EVENTS OF DEFAULT

An Event of Default is defined in the Auto Indenture as, among other
things, (i) a default for 30 days in the payment when due of interest on the 11%
Senior Subordinated Notes, (ii) a default in the payment when due of the
principal of or premium, if any, on the 11% Senior Subordinated Notes, (iii)
failure by Auto to comply for 30 days after notice with other covenants
contained in the Auto Indenture relating to repurchases at the option of
holders, to restricted payments, and to the incurrence of indebtedness and
issuance of preferred stock, (iv) failure by Auto for 60 days after notice to
comply with any of its other agreements in the Auto Indenture or the 11% Senior
Subordinated Notes, (v) a cross-default of other indebtedness in excess of $10.0
million, (vi) failure of Auto to pay final judgments in excess of $10.0 million,
(vii) a judicial proceeding

63
<PAGE> 64

invalidating or establishing the unenforceability of any subsidiary guarantee of
the 11% Senior Subordinated Notes, or (viii) bankruptcy, insolvency or
reorganization of Auto or a significant subsidiary.

12% SUBORDINATED NOTES DUE 2008

On October 30, 1996, the Company issued and sold in a private placement
$10.0 million aggregate principal amount of 12% Subordinated Series A Notes due
2008 (the "Series A Notes") pursuant to an indenture, between the Company and
Transatlantic, as Trustee and $40.0 million aggregate principal amount of 12%
Subordinated Series B Notes due 2008 (the "Series B Notes", and together with
the Series A Notes, the "12% Subordinated Notes") pursuant to an indenture,
between the Company and AIBC, N.V., as Trustee. The terms of the Series A Notes
and the Series B Notes are identical.

The 12% Subordinated Notes bear interest at 12% per year, payable
semiannually in arrears on each April 30 and October 31, and mature on October
31, 2008. The 12% Subordinated Notes are general, unsecured senior subordinated
obligations of the Company. The 12% Subordinated Notes are subordinated to the
all senior indebtedness of the Company, including Company's guarantee of the
Senior Credit Facility. The Series A Notes and Series B Notes rank pari passu
with one another.

OPTIONAL REDEMPTION

The 12% Subordinated Notes are redeemable at any time and from time to
time, at the option of the Company, in whole or in part, upon not less than 30
nor more than 60 days' notice, at a redemption price of 101% of the principal
amount redeemed, plus accrued and unpaid interest thereon, if any, to the
redemption date.

The Company intends to use approximately $50.5 million of the net proceeds
from the Offering, in accordance with the terms of the 12% Subordinated Notes
and the indentures pursuant to which they were issued, to redeem the 12%
Subordinated Notes, together with the accrued and unpaid interest, if any, and
premium thereon, at a redemption price of 101% of the principal amount thereof.
See "Use of Proceeds."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, assuming no exercise of the over-allotment
option, shares of Common Stock will be outstanding. Of these shares,
the shares of Common Stock sold in the Offering will be available for
resale in the public market without restriction or further registration under
the Securities Act, except that shares purchased by an "affiliate" of the
Company (in general, any person who has a control relationship to the Company)
may be resold only if registered under the Securities Act or if transferred
pursuant to an exemption from registration, including resales pursuant to Rule
144 promulgated under the Securities Act ("Rule 144") and Regulation S
promulgated under the Securities Act ("Regulation S"). Of the remaining
outstanding shares of Common Stock, were sold in offshore
distributions under Regulation S to members of the Investcorp Group within the
past year, were sold in offshore distributions under Regulation S to
members of the Investcorp Group more than one year ago, and are deemed
to be "restricted securities" as that term is defined in Rule 144. Pursuant to
Rule 701 under the Securities Act, of the restricted securities will
be available for resale in the public market without restriction commencing 90
days after the date of this Prospectus. Commencing 90 days after the date of
this Prospectus, all of the remaining restricted securities are eligible for
sale in the public market in compliance with Rule 144. The existing stockholders
of the Company have agreed, subject to certain exceptions, that they will not
offer, sell or otherwise dispose of any of the shares of Common Stock owned by
them for a period of 180 days after the date of this Prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation.
Additionally, the Company has agreed that, during the period of 180 days from
the date of this Prospectus, subject to certain exceptions, they will not issue,
sell, offer or agree to sell, grant any options for the sale of (other than
employee stock options) or otherwise dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable for
Common Stock, other than pursuant to the Offering.

63
<PAGE> 65

In addition, up to shares of Common Stock may be issued upon
exercise of certain employee stock options that the Company has granted, of
which options to purchase shares of Common Stock will be exercisable
upon the closing of the Offering. Also, the Company will grant, conditioned upon
the closing of the Offering, options for the purchase of shares of
Common Stock, which will vest. The Company intends to file a registration
statement on Form S-8 under the Securities Act to register the shares
of Common Stock reserved for issuance under the Management Stock Incentive
Plans. As a result, any shares issued upon exercise of stock options granted
under such plans will be available, subject to special rules for affiliates, for
resale in the public market after the effective date of such registration
statement, subject to applicable lock-up arrangements. See "Underwriting" and
"Management -- Stock Incentive Plan."

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Common Stock offered
hereby (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. Statements made in this Prospectus as to the contents of
any contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document filed
as an Exhibit to the Registration Statement, reference is made to such exhibit
for a more complete description thereof, and each such statement shall be deemed
qualified in its entirety by such reference. The Registration Statement and the
exhibits and schedules thereto may be inspected without charge and copies at
prescribed rates at the Public Reference Section of the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The Commission maintains a website that contains reports, proxy
and information statements and other information filed electronically with the
Commission at http://www.sec.gov.

The Company owns the federally registered service mark "Schuck's" for use
in connection with the automotive parts retailing business and owns rights to
use the tradenames "Checker" and "Kragen." This Prospectus also includes product
names and other tradenames and service marks of the Company and of other
companies.

65
<PAGE> 66

UNDERWRITING

Subject to the terms and conditions of an Underwriting Agreement, dated
December , 1997 (the "Underwriting Agreement"), the Underwriters named below,
who are represented by Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), Furman Selz LLC, Lehman Brothers Inc., Morgan Stanley & Co.
Incorporated and Smith Barney Inc. (the "Representatives"), have severally
agreed to purchase from the Company the respective number of shares of Common
Stock set forth opposite its name below:

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation..................
Furman Selz LLC......................................................
Lehman Brothers Inc. ................................................
Morgan Stanley & Co. Incorporated....................................
Smith Barney Inc. ...................................................
----------
Total......................................................
==========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the shares of Common Stock
offered hereby are subject to approval by their counsel of certain legal matters
and to certain other conditions. The Underwriters are obligated to purchase and
accept delivery of all the shares of Common Stock (other than those covered by
the over-allotment option described below) if any are purchased.

The Underwriters initially propose to offer the shares of Common Stock in
part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus and in part to certain dealers (including the
Underwriters) at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may re-allow, to certain
other dealers a concession not in excess of $ per share. After the
initial offering of the Common Stock, the public offering price and other
selling terms may be changed by the Representatives at any time without notice.

The Company has granted to the Underwriters an option, exercisable within
30 days after the date of this Prospectus, to purchase, from time to time, in
whole or in part, up to an aggregate of additional shares of Common Stock
at the initial public offering price less underwriting discounts and
commissions. The Underwriters may exercise such option solely to cover
over-allotments, if any, made in connection with the Offering. To the extent
that the Underwriters exercise such option, each Underwriter will become
obligated, subject to certain conditions, to purchase its pro rata portion of
such additional shares based on such Underwriter's percentage underwriting
commitment as indicated in the preceding table.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriters may be required to make in respect thereof.

Each of the Company, its executive officers and directors and all the
stockholders of the Company has agreed, subject to certain exceptions, not to
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (ii) enter into any swap or other arrangement
that transfers all or a portion of the economic consequences associated with the
ownership of any Common Stock (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery of Common
Stock, or such other securities, in cash or otherwise) for a period of 180 days
after the date of this Prospectus without the prior written consent of DLJ. In
addition, during such period, the Company has also agreed not to file any
registration statement with respect to, and each of its executive officers,
directors and certain stockholders of the Company has agreed not to make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock without DLJ's prior written consent.

Prior to the Offering, there has been no established trading market for the
Common Stock. The initial public offering price for the Common Stock offered
hereby was determined by negotiation among the Company and the Representatives.
The factors considered in determining the initial public offering price

66
<PAGE> 67

include the history of and the prospects for the industry in which the Company
competes, the past and present operations of the Company, the historical results
of operations of the Company, the prospects for future earnings of the Company,
the recent market prices of securities of generally comparable companies and the
general condition of the securities markets at the time of the Offering.

Application will be made to list the Common Stock on the
(the " "). In order to meet the requirements for listing the Common Stock
on the , the Underwriters have undertaken to sell lots of or more
shares to a minimum of beneficial owners.

Other than in the United States, no action has been taken by the Company or
the Underwriters that would permit a public offering of the shares of Common
Stock offered hereby in any jurisdiction where action for that purpose is
required. The shares of Common Stock offered hereby may not be offered or sold,
directly or indirectly, nor may this Prospectus or any other offering material
or advertisements in connection with the offer and sale of any such shares of
Common Stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose possession this Prospectus
comes are advised to inform themselves about and to observe any restrictions
relating to the Offering and the distribution of this Prospectus. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any shares of Common Stock offered hereby in any jurisdiction in which such
an offer or a solicitation is unlawful.

In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may overallot the Offering,
creating a syndicate short position. The Underwriters may bid for and purchase
shares of Common Stock in the open market to cover such syndicate short position
or to stabilize the price of the Common Stock. In addition, the underwriting
syndicate may reclaim selling concessions from syndicate members if it
repurchases previously distributed Common Stock in syndicate covering
transactions, in stabilizing transactions or otherwise. These activities may
stabilize or maintain the market price of the Common Stock above independent
market levels. The Underwriters are not required to engage in these activities,
and may end any of these activities at any time.

DLJ acted as an initial purchaser in connection with the private placement
of the 11% Senior Subordinated Notes and received customary commissions in
connection therewith.

Donaldson, Lufkin & Jenrette Capital Funding, Inc., an affiliate of DLJ, is
a lender under the Senior Credit Facility. Lehman Commercial Paper Inc., an
affiliate of Lehman Brothers Inc., is a lender and the documentation agent under
the Senior Credit Facility. Lehman Syndicated Loans Inc., an affiliate of Lehman
Brothers Inc., is a lender under the revolving credit portion of the Senior
Credit Facility. A portion of each of their aggregate principal amount
outstanding under the Senior Credit Facility will be repaid from the net
proceeds of the Offering. See "Use of Proceeds."

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gibson, Dunn & Crutcher LLP, New York, New York. Certain
legal matters will be passed on for the Underwriters by Davis Polk & Wardwell,
New York, New York.

EXPERTS

The consolidated balance sheet of the Company as of February 2, 1997 and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended included in this Prospectus have been so included
in reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of said firm as experts in accounting and auditing.

The financial statements as of January 28, 1996 and for each of the two
years in the period ended January 28, 1996 included in this Prospectus have been
so included in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

66
<PAGE> 68

CHANGE IN ACCOUNTANTS

The consolidated balance sheet of the Company as of January 28, 1996 and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended January 28, 1996 were
audited by Price Waterhouse LLP. The financial statements for the year ended
February 2, 1997 were audited by Coopers & Lybrand L.L.P., which was first
engaged effective December 5, 1996. Upon the completion of the Acquisition and
Financings, and with the approval of the Board of Directors, Price Waterhouse
LLP was dismissed by management as the Company's independent accountants.

The reports of Price Waterhouse LLP with respect to the financial
statements of the Company for each of the two fiscal years in the period ended
January 28, 1996 did not contain any adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles. In connection with its audits for each of the two fiscal years in
the period ended January 28, 1996 and through December 5, 1996 there were no
disagreements between the Company and Price Waterhouse LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Price Waterhouse LLP, would have caused it to make reference to the subject
matter thereof in connection with its reports on the financial statements for
such years.

68
<PAGE> 69

CSK AUTO CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Financial Statements
Report of Independent Accountants................................................... F-2
Report of Independent Accountants................................................... F-3
Consolidated Statements of Operations............................................... F-4
Consolidated Balance Sheets......................................................... F-5
Consolidated Statements of Stockholders' Equity (Deficit)........................... F-6
Consolidated Statements of Cash Flows............................................... F-7
Notes to Consolidated Financial Statements.......................................... F-8
</TABLE>

F-1
<PAGE> 70

CSK AUTO CORPORATION AND SUBSIDIARIES

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
CSK Auto Corporation

We have audited the accompanying consolidated balance sheet of CSK Auto
Corporation and subsidiaries (the "Company") as of February 2, 1997, and the
related consolidated statement of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of CSK Auto
Corporation and subsidiaries at February 2, 1997 and the consolidated results of
their operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Phoenix, AZ
April 22, 1997

F-2
<PAGE> 71

CSK AUTO CORPORATION AND SUBSIDIARIES

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
CSK Auto Corporation

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of stockholders' equity (deficit) and of
cash flows present fairly, in all material respects, the financial position of
CSK Auto Corporation and its subsidiaries at January 28, 1996, and the results
of their operations and their cash flows for each of the two years in the period
ended January 28, 1996, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Phoenix, AZ
December 23, 1997

F-3
<PAGE> 72

CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE> 73

CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
(UNAUDITED)
JANUARY 28, FEBRUARY 2, NOVEMBER 2,
1996 1997 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash and cash equivalents.................................. $ 4,364 $ 5,223 $ 6,316
Receivables, net of allowances of $1,953, $1,768 and
$2,669, respectively..................................... 25,448 28,511 35,647
Inventories................................................ 248,964 268,214 304,807
Assets held for sale....................................... 1,203 5,971 4,145
Prepaid expenses and other current assets.................. 4,823 10,139 12,519
-------- --------- ---------
Total current assets.............................. 284,802 318,058 363,434
Property and equipment, net................................ 80,018 71,363 77,303
Leasehold interests, net................................... 14,500 12,683 11,542
Deferred income taxes...................................... 9,219 18,615 16,145
Other assets, net.......................................... 2,780 23,267 21,844
-------- --------- ---------
Total assets...................................... $ 391,319 $ 443,986 $ 490,268
======== ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable........................................... $ 153,709 $ 128,002 $ 126,750
Accrued payroll and related expenses....................... 13,503 15,851 18,156
Accrued expenses and other current liabilities............. 21,479 44,444 51,120
Due to affiliates.......................................... 5,530 -- 1,000
Current maturities of amounts due under credit agreement... 1,000 1,000 1,000
Current maturities of capital lease obligations............ 5,488 7,007 8,003
Deferred income taxes...................................... 3,045 597 597
-------- --------- ---------
Total current liabilities......................... 203,754 196,901 206,626
-------- --------- ---------
Amounts due under credit agreement......................... 95,062 137,000 172,500
Obligations under 11% Senior Subordinated Notes............ -- 125,000 125,000
Obligations under 12% Subordinated Notes................... -- 50,000 50,000
Obligations under capital leases........................... 20,453 15,673 12,541
Due to affiliates.......................................... -- 1,000 --
Other...................................................... 12,053 20,675 15,960
-------- --------- ---------
Total non-current liabilities..................... 127,568 349,348 376,001
-------- --------- ---------
Commitments and contingencies
Stockholders' equity (deficit):
Classes A-F stock, $0.01 par value, 1,111,211 shares
authorized, 1,000,000 and 1,004,857 shares issued and
outstanding at February 2 and November 2, 1997,
respectively........................................... -- 10 10
Common stock, $.01 par value, 1,111,111 shares
authorized, no shares issued and outstanding........... -- -- --
Common stock, $.01 par value, 2,000 shares authorized,
100 shares issued outstanding at January 28, 1996,
redeemed on October 30, 1996........................... -- -- --
Additional paid-in capital............................... 81,680 106,838 106,838
Stockholder receivable................................... -- (5,966) --
Accumulated deficit...................................... (21,683) (203,145) (199,207)
-------- --------- ---------
Total stockholders' equity (deficit).............. 59,997 (102,263) (92,359)
-------- --------- ---------
Total liabilities and stockholder's equity
(deficit)....................................... $ 391,319 $ 443,986 $ 490,268
======== ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 74

CSK AUTO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
----------------- PAID-IN STOCKHOLDER ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL RECEIVABLE DEFICIT (DEFICIT)
--------- ------ ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 30, 1994.................. 100 $ -- $ 81,680 $ -- $(118,541) $ (36,861)
Net income................................. -- -- -- -- 105,952 105,952
--------- ------ ---------- ----------- ----------- ---------
Balance at January 29, 1995.................. 100 -- 81,680 -- (12,589) 69,091
Net loss................................... -- -- -- -- (9,094) (9,094)
--------- ------ ---------- ----------- ----------- ---------
Balance at January 28, 1996.................. 100 -- 81,680 -- (21,683) 59,997
Conversion of common stock into Class A,
Class C, Class D and Class F stock....... 510,000 5 (5) -- --
Redemption of Class F stock................ (100) -- (81,675) -- (156,803) (238,478)
Issuance of Class E stock.................. 490,000 5 100,872 -- -- 100,877
Stockholder receivable..................... -- -- 5,966 (5,966) -- --
Net loss................................... -- -- -- -- (24,659) (24,659)
--------- ------ ---------- ----------- ----------- ---------
Balance at February 2, 1997.................. 1,000,000 10 106,838 (5,966) (203,145) (102,263)
Recovery of stockholder receivable
(unaudited).............................. -- -- -- 5,966 -- 5,966
Net income (unaudited)..................... -- -- -- -- 3,938 3,938
--------- ------ ---------- ----------- ----------- ---------
Balance at November 2, 1997 (unaudited)...... 1,000,000 $ 10 $106,838 $ -- $(199,207) $ (92,359)
========= ======= ========= =========== =========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE> 75

CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
(UNAUDITED)
YEAR ENDED THIRTY-NINE WEEKS ENDED
--------------------------------------- -------------------------
JANUARY 29, JANUARY 28, FEBRUARY 2, OCTOBER 27, NOVEMBER 2,
1995 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Cash flows provided by (used in) operating
activities:
Net income (loss)............................... $ 105,952 $ (9,094) $ (24,659) $ 6,433 $ 3,938
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization of property and
equipment.................................. 10,961 14,343 17,290 12,936 13,235
Amortization and write-off of leasehold
interests.................................. 1,992 1,647 1,749 1,431 938
Amortization of deferred financing costs..... 359 737 1,504 866 1,627
Amortization of other deferred charges....... 152 271 186 171 693
Deferred interest on previous credit
agreement.................................. 1,662 -- -- -- --
Extraordinary gain on elimination of debt.... (97,186) -- -- -- --
Deferred income taxes........................ (923) (5,448) (11,859) 3,437 2,470
Change in operating assets and liabilities:
Accounts receivable........................ (5,063) (7,057) (3,063) (611) (7,136)
Inventories................................ (34,010) (23,081) (19,250) (11,080) (36,593)
Prepaid expenses and other current
assets.................................. 113 542 (5,316) 356 (2,380)
Accounts payable........................... 33,209 22,631 (25,707) (13,161) (1,252)
Accrued payroll, accrued expenses and other
current liabilities..................... (3,821) (496) 18,576 6,906 12,540
Due to affiliate........................... -- 5,530 (4,530) 9,776 --
Store closing costs........................ (618) (447) 10,544 -- --
Other...................................... 2,341 1,276 6,169 (1,605) (4,219)
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in) operating
activities............................ 15,120 1,354 (38,366) 15,855 (16,139)
----------- ----------- ----------- ----------- -----------
Cash flows used in investing activities:
Capital expenditures............................ (14,597) (11,640) (6,317) (3,426) (12,468)
Expenditures for assets held for sale........... (6,038) (24,203) (19,023) (22,828) (9,160)
Proceeds from sale of property and equipment and
assets held for sale......................... 1,758 28,257 14,667 20,871 7,384
Other investing activities...................... (106) (302) (13) (14) (53)
----------- ----------- ----------- ----------- -----------
Net cash used in investing activities... (18,983) (7,888) (10,686) (5,397) (14,297)
----------- ----------- ----------- ----------- -----------
Cash flows provided by (used in) financing
activities:
Borrowings under Senior Credit Facility......... -- 809,663 805,242 658,156 56,500
Payments of debt................................ (2,362) (795,807) (763,304) (661,901) (21,000)
Issuance of 11% Senior Subordinated Notes....... -- -- 125,000 -- --
Issuance of 12% Subordinated Notes.............. -- -- 50,000 -- --
Payments on capital lease obligations........... (2,954) (4,976) (5,888) (4,296) (5,484)
Redemption of Class F stock..................... -- -- (238,468) -- --
Issuance of Class E stock....................... -- -- 100,882 -- --
Note issuance costs............................. -- -- (18,632) -- --
Recovery of Stockholder Receivable.............. -- -- -- -- 5,966
Other........................................... (67) (852) (4,921) (1,269) (4,453)
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in) financing
activities............................ (5,383) 8,028 49,911 (9,310) 31,529
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents........................... (9,246) 1,494 859 1,148 1,093
Cash and cash equivalents, beginning of period.... 12,116 2,870 4,364 4,364 5,223
----------- ----------- ----------- ----------- -----------
Cash and cash equivalents, end of period.......... $ 2,870 $ 4,364 $ 5,223 $ 5,512 $ 6,316
======== ========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE> 76

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

CSK Auto Corporation is a holding company. At November 2, 1997, CSK Auto
Corporation had no business activity other than its investment in CSK Auto,
Inc., a wholly-owned subsidiary ("Auto"). On a consolidated basis, CSK Auto
Corporation and subsidiaries are referred to herein as "the Company".

CSK Auto, Inc. is a specialty retailer of automotive aftermarket parts and
accessories. At November 2, 1997, the Company operated 606 stores in 12 Western
states as a fully integrated company under three brand names: Checker Auto
Parts, founded in 1968 and operating in the Southwestern and Rocky Mountain
states; Schuck's Auto Supply, founded in 1917 and operating in the Pacific
Northwest; and Kragen Auto Parts, founded in 1947 and operating primarily in
California.

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of CSK Auto
Corporation, Auto and Auto's wholly-owned subsidiaries Schuck's Distribution
Company and Kragen Auto Supply Company for all years presented. During the
fiscal years ended January 28, 1996 and January 29, 1995, the consolidated
financial statements include the accounts of certain former subsidiaries of CSK
Auto Corporation. Such subsidiaries were inactive and were sold or liquidated
during the two years ended January 28, 1996. All intercompany accounts and
transactions are eliminated in consolidation.

INTERIM FINANCIAL STATEMENTS

The financial statements as of November 2, 1997, and for the thirty-nine
weeks ended October 27, 1996 and November 2, 1997 are unaudited, and in the
opinion of management, include all adjustments (consisting only of normal
recurring adjustments) necessary for the fair presentation of results for these
interim periods. The results for the thirty-nine weeks ended November 2, 1997,
are not necessarily indicative of the results to be expected for the entire
fiscal year.

FISCAL YEAR

The Company's fiscal year-end is on the Sunday nearest to January 31 of the
following calendar year. The years ended January 29, 1995 (fiscal "1994") and
January 28, 1996 (fiscal "1995") consisted of 52 weeks, while the year ended
February 2, 1997 (fiscal "1996") consisted of 53 weeks.

CASH EQUIVALENTS

Cash equivalents consist primarily of certificates of deposit with
maturities of three months or less when purchased.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentration of credit risk consist principally of cash and cash equivalents
and trade receivables. As of February 2, 1997, the Company had cash and cash
equivalents on deposit with a major financial institution which were in excess
of FDIC insured limits. Historically, the Company has not experienced any losses
of its cash and cash equivalents due to such concentration of credit risk.

The Company does not hold collateral to secure payment of its trade
accounts receivable. However, management performs ongoing credit evaluations of
its customers' financial condition and provides an allowance for estimated
potential losses. Exposure to credit loss is limited to the carrying amount.

F-8
<PAGE> 77

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
ACCOUNTS RECEIVABLE

Accounts receivable is primarily comprised of amounts due from vendors for
rebates or allowances and from commercial sales customers.

INVENTORIES AND COST OF SALES

Inventories are valued at the lower of cost or market, cost being
determined utilizing the last-in, first-out method. Cost of sales includes
product cost, net of earned vendor rebates, discounts and allowances. The
Company recognizes vendor rebates, discounts and allowances based on the terms
of the underlying agreements. Such amounts may be recognized immediately,
amortized over the life of the applicable agreements, or recognized as inventory
is sold. Certain operating and administrative costs are capitalized in
inventories. The amounts of capitalized operating and administrative costs
included in inventory as of January 28, 1996 and February 2, 1997 were
approximately $8.5 million and $9.7 million, respectively. The replacement cost
of inventories approximated $211.0 million at January 28, 1996, $225.6 million
at February 2, 1997 and $259.9 million at November 2, 1997.

PROPERTY AND EQUIPMENT

Property, equipment and purchased software are recorded at cost.
Depreciation and amortization are computed for financial reporting purposes
utilizing primarily the straight line method over the estimated useful lives of
the related assets which range from 5 to 25 years, or for leasehold improvements
and property under capital lease, the base lease term or estimated useful life,
if shorter. Maintenance and repairs are charged to earnings when incurred.

STORE PREOPENING COSTS

Store preopening costs, consisting primarily of incremental labor, supplies
and occupancy costs directly related to the opening of specific stores, are
capitalized as prepaid expenses and other current assets and expensed during the
month in which the store is opened.

INTERNAL SOFTWARE DEVELOPMENT COSTS

Internal software development costs, consisting primarily of incremental
internal labor costs and benefits, are expensed as incurred. Total amounts
charged to operations for fiscal years 1994, 1995 and 1996 were approximately
$3.0 million, $6.2 million and $1.5 million, respectively.

LEASEHOLD INTERESTS

Leasehold interests represent the discounted net present value of the
excess of the fair rental value over the respective contractual rent of
facilities under operating leases acquired in business combinations.
Amortization expense is computed on a straight-line basis over the respective
lease terms. Accumulated amortization totaled $16.2 million and $16.3 million at
January 28, 1996 and February 2, 1997, respectively.

STORE CLOSING COSTS

The company provides an allowance for estimated costs and losses to be
incurred in connection with store closures and losses on the disposal of
store-related assets, which is net of anticipated sublease income. See Note 12.

F-9
<PAGE> 78

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
ADVERTISING

The Company expenses all advertising costs as such costs are incurred.
Amounts due under vendor cooperative advertising agreements are recorded as
receivables until their collection. Advertising expense for fiscal years 1994,
1995 and 1996 totaled approximately $24.7 million, $19.8 million and $21.8
million, respectively.

ASSETS HELD FOR SALE

Assets held for sale consist of newly acquired land, buildings and store
fixtures owned by the Company which the Company intends in the next twelve
months to sell to and lease back from third parties under operating lease
arrangements.

LONG-LIVED ASSETS

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of"
("SFAS 121"), issued in March 1995 and effective for fiscal years beginning
after December 15, 1995, requires recognition of impairment losses whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. During fiscal 1996, the Company adopted this statement
and determined that no impairment loss need be recognized for applicable assets
of continuing operations.

INCOME TAXES

At the beginning of the fiscal year ended January 30, 1994, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes," on a prospective basis. The adoption did not have
a material impact on the Company.

SFAS 109 provides that deferred income taxes are recognized for the tax
consequences in future years of differences between the tax basis of assets and
liabilities ("temporary differences") and their financial reporting amounts at
each year end based on enacted tax laws and statutory rates applicable to the
period in which the temporary differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable for the period and the change during the period in deferred tax assets
and liabilities.

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but
does not require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related Interpretations thereof. Accordingly, compensation cost
for stock options is measured as the excess, if any, of the market price of the
Company's stock at the date of grant over the amount an employee must pay to
acquire the stock. See Note 9.

EARNINGS PER SHARE

The Company is in the process of completing an initial public offering
("IPO") of its Common Stock. Consequently, the Company's historical capital
structure is not indicative of its prospective structure due to

F-10
<PAGE> 79

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
the automatic conversion of all shares of outstanding Class A through Class F
stock ("Capital Stock") into Common Stock concurrent with the closing of the
Company's anticipated IPO. Accordingly, historical net income (loss) per share
is not considered meaningful and has not been presented herein. Instead, a pro
forma calculation assuming the conversion of all outstanding shares of Capital
Stock into common stock upon the Company's IPO using the if-converted method is
presented.

Pro forma net income (loss) per share is computed using the weighted
average number of shares of common stock and dilutive common equivalent shares
from stock options (using the treasury stock method). Pursuant to Securities and
Exchange Commission Staff Accounting Bulletins, common stock and common
equivalent shares issued or granted at prices below the anticipated public
offering price during the 12-month period prior to the proposed offering (See
Notes 9 and 15) have been included in the calculation (using the treasury stock
method at an assumed public offering price) as if they were outstanding for all
periods presented regardless of whether they are dilutive.

All pro forma net income (loss) per share information has been given
retroactive effect for the -for-one stock split which will occur on the
effectiveness of the proposed IPO.

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share (SFAS 128), which is required to be adopted for
financial statements issued for periods ending after December 15, 1997. At that
time, the Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. Under the new
requirements, the presentation of primary earnings per share is replaced with a
presentation of basic earnings per share, the calculation of which excludes the
dilutive effect of common stock equivalents.

The Company is required to adopt SFAS 128 during the fourth quarter of its
fiscal year ending February 1, 1998. The adoption of SFAS 128 is not expected to
have a material impact on the Company's calculation of pro forma net income
(loss) per share as described above.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

RECLASSIFICATIONS

Certain prior year financial statement amounts have been reclassified to
conform to the current year presentation.

NOTE 2 -- ACQUISITION AND FINANCINGS

In October 1996, certain affiliates of Investcorp and certain other
investors (collectively with Investcorp, the "Investcorp Group") acquired a 51%
common equity interest in the Company for $105.0 million in cash from Carmel,
which previously had held 100% of the common equity interests in the Company. A
corporation in which an affiliate of Investcorp held a minority interest also
purchased $40.0 million in aggregate principal amount of the Company's 12%
Subordinated Notes for $40.0 million in cash, and the Company in turn purchased
$40.0 million of preferred stock of Auto. Transatlantic Finance, Ltd., an
affiliate of Carmel

F-11
<PAGE> 80

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 2 -- ACQUISITION AND FINANCINGS -- CONTINUED
("Transatlantic," and with Carmel, the "Carmel Group") purchased $10.0 million
in aggregate principal amount of the 12% Subordinated Notes, and the Company in
turn purchased $10.0 million of preferred stock of Auto. Auto then borrowed
$100.0 million under the Senior Credit Facility, which together with the net
proceeds from the sale of $125.0 million of Auto's 11% Senior Subordinated Notes
due 2006 and the net proceeds from the sale by Auto to the Company of $50.0
million of preferred stock, following a dividend to the Company by Auto, was
used to redeem the stock of the Company held by Carmel for $238.5 million.
Carmel then purchased from the Company for $100.9 million a 49% common equity
interest in the Company. The foregoing transactions are referred to collectively
as the "Acquisition and Financings." Following the Acquisition and Financings,
the Investcorp Group owned a 51% common equity interest in the Company, a
corporation in which an affiliate of Investcorp held a minority interest owned
$40.0 million in aggregate principal amount of 12% Subordinated Notes, Carmel
owned a 49% common equity interest in the Company, Transatlantic owned $10.0
million in aggregate principal amount of 12% Subordinated Notes and the Company
owned 100% of the common equity and $50.0 million of preferred stock of Auto.

Prior to the Acquisition and Financings, Auto had entered into incentive
compensation agreements with certain of its executives pursuant to which they
would be compensated in a sale of Auto's equity securities as if they owned
specified percentages of Auto's outstanding common stock. Pursuant to these
agreements, one former and six current executive officers received certain
payments in connection with the Acquisition and Financings based upon the
consideration they would have been entitled to if they had owned an aggregate of
6.4% of Auto's common stock and had sold all of such common stock in connection
with the Acquisition at the price per share paid for such shares in the
Acquisition and Financings. Upon closing of the Acquisition, the Company became
obligated in the amount of approximately $19.9 million under these equity
participation agreements. The Company expensed this full amount plus a provision
for estimated payroll taxes thereon during the fourth quarter of fiscal 1996
when the Acquisition and Financings were consummated and paid $9.9 million
(approximately 50% of the total obligation) with proceeds from the Financings.
The Company paid the remaining balance in November 1997 and Carmel reimbursed
the Company for approximately 60% (the estimated after-tax cost to the Company)
of the amount of such final payment. Such estimated reimbursement has been
recorded as a "Stockholder Receivable" and as "Additional Paid-in Capital".

In addition, the Company incurred legal, accounting, consulting, bridge
loan commitment and other Acquisition and Financings fees and expenses of
approximately $12.5 million.

F-12
<PAGE> 81

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 2 -- ACQUISITION AND FINANCINGS -- CONTINUED
The sources and uses of cash in the Acquisition and Financings which
transpired on October 30, 1996 were as follows (in thousands):

<TABLE>
<S> <C>
SOURCES OF CASH
Issuance of 11% Senior Subordinated Notes............................... $125,000
Senior Credit Facility -- Term Loan..................................... 100,000
Issuance of 12% Subordinated Notes...................................... 50,000
Capital Contribution from Carmel........................................ 100,882
--------
$375,882
========
USES OF CASH
Redemption of stock held by Carmel...................................... $238,468
Payment to management under Equity Participation Agreements............. 9,976
Retirement of 1995 Credit Agreement..................................... 93,072
Payments for debt issuance costs........................................ 18,632
Payment of payroll taxes on payments to management...................... 145
Payments for advisory and financing fees................................ 14,542
Increase in working capital............................................. 1,047
--------
$375,882
========
</TABLE>

NOTE 3 -- TRANSACTIONS AND RELATIONSHIPS WITH RELATED PARTIES

During the years ended January 28, 1996 and February 2, 1997, the Company
received approximately $14.1 million and $18.5 million, respectively, of
proceeds from the sale of realty and fixtures to an affiliate at amounts that
equaled the Company's cost, which approximated fair market value. The related
assets were subsequently leased back by the Company under operating lease
arrangements.

F-13
<PAGE> 82

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 3 -- TRANSACTIONS AND RELATIONSHIPS WITH RELATED PARTIES -- CONTINUED
The sum of approximately $15.5 million was paid to Transatlantic as of
December 27, 1996 pursuant to the Company's promissory note dated July 24, 1996.
The promissory note was issued to evidence a loan to the Company in the amount
of $15.0 million, the proceeds of which were used for the payment of vendors.
The Company has agreed to pay to Transatlantic, in March of 1998, the sum of
$1.0 million on account of fees for past financings.

Pursuant to an agreement (the "Real Estate Agreement") entered into at the
closing of the Acquisition and Financings, Transatlantic Finance, Ltd., an
affiliate of Carmel or one or more of its affiliates (each a "Funding Company"
and, collectively the "Funding Companies") will acquire and develop land and
buildings on sites selected by the Company and lease such sites to the Company
under operating leases. At the closing of each land purchase, a Funding Company,
as landlord, and the Company, as tenant, will enter into a triple net lease with
respect to such land, and the buildings and improvements erected or to be
erected thereon. The obligation of the Funding Companies to acquire and develop
additional properties will cease when the cost of all such acquisitions
(including construction costs) would exceed $50.0 million, provided that as
leased properties are disposed of to third parties by the Funding Companies,
funds available to purchase additional properties will be replenished. The term
of the commitment for the investment in such land purchases and leases commenced
on October 30, 1996 and will end on the earliest of (i) April 30, 2004, or (ii)
a termination of the Real Estate Agreement by Carmel or the Company, at their
respective options, upon the occurrence of certain events specified in the
Agreement. The Company believes the terms of the Real Estate Agreement to be at
least as favorable to it as could be obtained from unaffiliated third parties.
As of February 2, 1997, the Funding Company had eight properties and associated
fixtures in various stages of completion which reduced availability under this
$50.0 million off-balance sheet facility by approximately $3.4 million. On
October 30, 1997, the Company notified Transatlantic of its intent to terminate
its participation in the facility.

In connection with the Acquisition and Financings, $40.0 million of 12%
Senior Subordinated Notes were acquired by a designee of the Investcorp Group,
Southwest Finance Limited ("Southwest Finance"), a company in which an affiliate
of Investcorp holds a minority interest. In connection with the purchase of the
12% Subordinated Notes, Southwest Finance Limited received a fee of $4.0
million. In addition, Transatlantic acquired $10.0 million of the 12%
Subordinated Notes. Also, in connection with the Acquisition, Invifin S.A., an
affiliate of Investcorp ("Invifin"), received a fee of $1.575 million for
providing a standby commitment to fund the amount of the Senior Credit Facility
and the Company paid Investcorp International Inc. ("International") advisory
fees of $1.275 million. The Company also paid $3.15 million to International for
arranging the Senior Credit Facility.

In addition, in connection with the Acquisition, the Company entered into a
five year agreement for management advisory and consulting services (the
"Management Agreement") with International pursuant to which the Company paid
International at the closing of the Acquisition $5.0 million for the entire term
of the Management Agreement in accordance with its terms. The Management
Agreement will be terminated in connection with the Offering.

F-14
<PAGE> 83

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 4 -- PROPERTY AND EQUIPMENT

Property and equipment is comprised of the following (in thousands):

<TABLE>
<CAPTION>
JANUARY 28, FEBRUARY 2,
1996 1997 ESTIMATED USEFUL LIFE
----------- ----------- ---------------------------
<S> <C> <C> <C>
Land.................................. $ 1,342 $ 1,114 --
Buildings............................. 1,763 1,301 25 years
Leasehold improvements................ 39,483 43,694 15 years or life of lease
Furniture, fixtures and equipment..... 52,773 53,889 10 years
Property under capital leases......... 43,863 46,488 5-15 years or life of lease
Purchased software.................... 4,679 5,009 5 years
----------- -----------
143,903 151,495
Less accumulated depreciation and
amortization........................ (63,885) (80,132)
----------- -----------
$ 80,018 $ 71,363
======== ========
</TABLE>

Accumulated amortization of property under capital leases totaled $18.9
million and $25.8 million at January 28, 1996 and February 2, 1997,
respectively.

NOTE 5 -- LONG TERM DEBT

SENIOR CREDIT FACILITY

On June 22, 1994, Auto restructured its existing long-term debt obligations
which were originally recorded at a value of $178.2 million into an $81.0
million Amended and Restated Credit Agreement (the "1994 Credit Agreement"),
resulting in a gain on elimination of debt of $97.2 million. The amount recorded
under the then existing long-term obligations included principal amounts,
accrued interest and an unamortized premium resulting from a 1992 restructuring.
The Company recorded the gain on elimination of debt as a non-taxable event (see
Note 11).

In February 1995, Auto entered into a $100.0 million credit agreement (the
"1995 Credit Agreement"). Outstanding debt under the 1994 Credit Agreement was
paid in full from borrowings under the 1995 Credit Agreement. Pursuant to the
terms of the 1995 Credit Agreement, Auto obtained a $5.0 million term loan with
monthly principal payments of $83,333 commencing April 1, 1995 and with a final
payment due in February 1997. The 1995 Credit Agreement also provided for a
revolving credit facility of approximately $95.0 million. Amounts available
under the revolving credit facility were determined by inventory levels and by
the outstanding balance of the term loan. Interest was paid at LIBOR plus 3% on
outstanding balances of the term loan and revolving credit facility and prime
plus 1% on the remaining balance. Auto's average interest rate on amounts
outstanding under the 1995 Credit Agreement at January 28, 1996 was 9.03%. On
October 30, 1996, Auto repaid all amounts outstanding under the 1995 Credit
Agreement, terminated the 1995 Credit Agreement and entered into agreements with
various lenders for a $200.0 million Senior Credit Facility (the "Senior Credit
Facility").

The Facility provides for (i) a $100.0 million term loan ("Term Loan"),
which was drawn down at the closing of the Acquisition and Financings and (ii) a
revolving credit commitment (the "Revolver") with maximum borrowing capacity of
approximately $100.0 million, none of which was drawn upon in connection with
the Acquisition and Financings. Borrowings made by Auto under the Senior Credit
Facility are collateralized by a first priority security interest in
substantially all of the personal property of Auto, subject to certain permitted
liens. The Company also issued a guarantee of such borrowings under the Senior
Credit

F-15
<PAGE> 84

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 5 -- LONG TERM DEBT -- (CONTINUED)
Facility, which guarantee is collateralized by a pledge by the Company of all
issued and outstanding capital stock of Auto. Each of the U.S. subsidiaries of
Auto also issued a guarantee under the Senior Credit Facility (the "Guarantors")
which is collateralized by a first priority security interest in substantially
all personal property of such subsidiary, and Auto pledged the issued and
outstanding capital stock of each such subsidiary owned by Auto. The Company has
no direct or indirect subsidiaries other than the Guarantors. The Company has
not presented separate financial statements or other disclosures concerning the
Guarantors because management has determined that these items are not material
to investors and that the guarantees do not enhance the likelihood that the
interest on or principal of the Notes will be paid. The Guarantors represent an
immaterial portion of the Company's assets, liabilities and results of
operations. Kragen is a name-holding corporation without any other assets and
with no liabilities or operations. At November 2, 1997, the assets and
liabilities of Schuck's, whose only operations consist of leasing a warehouse
and employing fewer than ten people, constituted less than 0.2% and 0.01% of the
Company's assets and liabilities, respectively. Schuck's operating expenses for
the year ended February 2, 1997 and the thirty-nine weeks ended November 2, 1997
were approximately $1.0 million and $0.7 million, respectively, consisting
primarily of rent, salary, maintenance and employee benefits. The Company's
consolidated operating expenses were $796.5 million and $600.2 million for the
same respective periods.

Amounts available to Auto to be borrowed under the Revolver are subject to
a borrowing base formula which is based upon certain percentages of Auto's
inventories.

The Senior Credit Facility accrues interest at either the Alternate Base
Rate (the "Alternate Base Rate") or an adjusted Eurodollar Rate (the "Eurodollar
Rate"), at the option of the Company, plus the applicable interest margin. The
Alternate Base Rate at any time is determined to be the highest of (i) the
Federal Funds Rate plus 1/2 of 1% per annum, (ii) the Base CD Rate (as defined
below) plus 1% per annum, and (iii) The Chase Manhattan Bank's prime rate. The
applicable interest margin with respect to loans made under the Revolver is
1.50% per annum with respect to loans that accrue interest at the Alternate Base
Rate and 2.50% per annum with respect to loans that accrue interest at the
Eurodollar Rate. The applicable interest margin is 2.00% with respect to any
portion of the Term Loan that accrues interest at the Alternate Base Rate and 3%
per annum with respect to any portion of the Term Loan that accrues interest at
the Eurodollar Rate. As used herein, "Base CD Rate" means the secondary market
rate for three-month certificates of deposit of money center banks, adjusted for
reserves and assessments.

In addition, the Senior Credit Facility prohibits, with certain limited
exceptions, the optional or mandatory prepayment or other defeasance of the
Notes. The Senior Credit Facility further requires that, under certain
circumstances, Auto make prepayments of the Term Loans outstanding thereunder
with (i) 75% of any Excess Cash Flow (as defined in the Facility) and (ii) 50%
of the Net Proceeds (as defined therein) from certain offerings of the Company's
voting stock.

F-16
<PAGE> 85

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 5 -- LONG TERM DEBT -- (CONTINUED)
Borrowings under the Senior Credit Facility at February 2, 1997 are as
follows (in thousands):

<TABLE>
<S> <C>
Term Loan, variable interest rates, average 8.6%, semi annual installments
payable June 30 and December 31 through 2003............................ $100,000
Revolver, variable interest rates, averaging 8.1%, due October 31, 2001,
$100 million maximum capacity subject to borrowing base limitations,
$43.1 million unborrowed availability at February 2, 1997............... 38,000
--------
Total........................................................... 138,000
Less: Current maturities.................................................. 1,000
--------
$137,000
========
</TABLE>

Commitment fees on available funds under the Revolver are payable quarterly
in arrears on the average daily unused amount of the total commitment at the
rate of 1/2 of 1% per annum. Commitment fees totaling $104,000 were incurred in
fiscal 1996.

The terms of the Senior Credit Facility include restrictions on
investments, capital expenditures, dividends and certain other payments and
require the Company to meet certain financial covenants. The Company was in
compliance with all such covenants at November 2, 1997.

11% SENIOR SUBORDINATED NOTES DUE 2006

On October 30, 1996, Auto issued and sold in a private placement $125.0
million aggregate principal amount of 11% Senior Subordinated Notes due 2006
(the "Old 11% Notes") pursuant to an Indenture (the "Auto Indenture"), between
Auto and The Bank of New York (as successor to Wells Fargo Bank, N.A.), as
Trustee. On March 13, 1997, Auto offered to exchange up to all outstanding Old
11% Notes for a like principal amount of its 11% Series A Senior Subordinated
Notes due 2006 (the "11% Senior Subordinated Notes") issued pursuant to the Auto
Indenture in a transaction registered under the Securities Act of 1933, as
amended. Auto consummated the exchange offer on June 18, 1997, with all of the
Old 11% Notes being exchanged for the 11% Senior Subordinated Notes.

<TABLE>
<CAPTION>
PERIOD REDEMPTION PRICE
<S> <C>
2001................................................. 105.500%
2002................................................. 103.667%
2003................................................. 101.833%
2004 and thereafter.................................. 100.000%
</TABLE>

F-17
<PAGE> 86

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 5 -- LONG TERM DEBT -- (CONTINUED)
In addition, at any time on or prior to November 1, 1999, Auto may (but
will not have the obligation to) redeem up to 35% of the aggregate principal
amount of the 11% Senior Subordinated Notes at a redemption price of 110% of the
principal amount thereof, in each case plus accrued and unpaid interest thereon,
if any, to the redemption date, with the net proceeds of an Equity Offering (as
defined in the Auto Indenture); provided that at least 65% of the original
aggregate principal amount of the 11% Senior Subordinated Notes remain
outstanding immediately after the occurrence of such redemption; and provided
further, that such redemption will occur within 60 days of the date of the
closing of such Equity Offering.

12% SUBORDINATED NOTES DUE 2008

On October 30, 1996, the Company issued and sold in a private placement
$10.0 million aggregate principal amount of 12% Subordinated Series A Notes due
2008 (the "Series A Notes") pursuant to an Indenture, between the Company and
Transatlantic Finance, Ltd., as Trustee and $40.0 million aggregate principal
amount of 12% Subordinated Series B Notes due 2008 (the "Series B Notes", and
together with the Series A Notes, the "12% Subordinated Notes") pursuant to an
Indenture, between the Company and AIBC, N.V., as Trustee. The terms of the
Series A Notes and the Series B Notes are identical.

The 12% Subordinated Notes bear interest at 12% per year, payable
semiannually in arrears on each April 30 and October 31, and mature on October
31, 2008. The 12% Subordinated Notes are general, unsecured senior subordinated
obligations of the Company. The 12% Subordinated Notes are subordinated to all
senior indebtedness of the Company, including the Company's guarantee of the
Senior Credit Facility. The Series A Notes and Series B Notes rank pari passu
with one another.

Included in other assets are the following charges associated with the
Acquisition and Financings which have been deferred and are being amortized over
the life of the related debt instrument (in thousands):

<TABLE>
<CAPTION>
FEBRUARY 2,
1997
-----------
<S> <C>
Revolver.................................................................. $ 8,444
Term Loan................................................................. 2,819
11% Senior Subordinated Notes............................................. 7,369
12% Subordinated Notes.................................................... 4,000
--------
22,632
Less: accumulated amortization............................................ (638)
--------
$ (21,994)
========
</TABLE>

F-18
<PAGE> 87

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 5 -- LONG TERM DEBT -- (CONTINUED)

At February 2, 1997, the estimated maturities of long term debt were (in
thousands):

<TABLE>
<CAPTION>
FISCAL YEAR
-----------------------------------------------------------------------
<S> <C>
1997................................................................... $ 1,000
1998................................................................... 1,000
1999................................................................... 1,000
2000................................................................... 1,000
2001................................................................... 64,000
Thereafter............................................................. 245,000
--------------
$313,000
===========
</TABLE>

NOTE 6 -- LEASES

The Company leases its office and warehouse facilities and a majority of
its stores and equipment. Generally, store leases provide for minimum rentals
and the payments of utilities, maintenance, insurance and taxes. Certain store
leases also provide for contingent rentals based upon a percentage of sales in
excess of a stipulated minimum. The majority of lease agreements are for base
lease periods ranging from 15 to 20 years, with three to five renewal options of
five years each.

Operating lease rental expense is as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------
JANUARY 29, 1995 JANUARY 28, 1996 FEBRUARY 2, 1997
---------------- ---------------- ----------------
<S> <C> <C> <C>
Minimum rentals........................ $ 41,703 $ 48,629 $ 51,214
Contingent rentals..................... 1,390 1,094 1,455
Sublease rentals....................... (4,411) (4,369) (4,763)
------- ------- -------
$ 38,682 $ 45,354 $ 47,906
======= ======= =======
</TABLE>

Future minimum lease obligations under non-cancelable leases at February 2,
1997, are as follows (in thousands):

<TABLE>
<CAPTION>
OPERATING CAPITAL
FOR FISCAL YEARS LEASES LEASES
---------------------------------------------------------------- --------- -------
<S> <C> <C>
1997............................................................ $ 51,955 $10,325
1998............................................................ 48,284 9,751
1999............................................................ 44,146 7,002
2000............................................................ 40,858 1,070
2001............................................................ 38,910 210
Thereafter...................................................... 193,321 1,273
--------- -------
$ 417,474 29,631
========
Less amounts representing interest.............................. (6,951)
-------
Present value of obligations.................................... 22,680
Less current portion............................................ (7,007)
-------
Long-term obligations........................................... $15,673
=======
</TABLE>

F-19
<PAGE> 88

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 6 -- LEASES -- (CONTINUED)
The above amounts include future minimum lease obligations under operating
leases with affiliates totaling $42.9 million at February 2, 1997. Operating
lease rental expense under leases with affiliates totaled $1.4 million for the
year ended January 29, 1995, $1.8 million for the year ended January 28, 1996
and $3.2 million for the year ended February 2, 1997.

The implicit interest rate of capital leases varies from 8.8% to 14.4% with
an average implicit rate of approximately 11.0%.

NOTE 7 -- CAPITAL STOCK

In connection with the Acquisition and Financings, the Company completed a
recapitalization of its common stock. All 100 shares of common stock outstanding
at the date of the Acquisition were converted into 510,000 shares of Class A,
Class C, Class D and Class F capital stock. All of the Class F Stock (consisting
of 100 shares) was then redeemed at an aggregate redemption price of
approximately $238.5 million. Concurrently therewith, the Company issued 490,000
shares of Class E Stock to an affiliate at an issue price of $100.9 million. See
Note 2, "Acquisition and Financings".

The Company's capital stock at February 2, 1997 consists of the following:

<TABLE>
<CAPTION>
SHARES SHARES ISSUED
TYPE OF STOCK AUTHORIZED AND OUTSTANDING
---------------------------------------------------------- ---------- ---------------
<S> <C> <C>
Class A, $.01 par value................................... 427,836 427,836
Class B, $.01 par value................................... 111,111 --
Class C, $.01 par value................................... 77,164 77,164
Class D, $.01 par value................................... 5,000 5,000
Class E, $.01 par value................................... 490,000 490,000
Class F, $.01 par value................................... 100 --
Common, $.01 par value.................................... 1,111,111 --
--------- ---------
2,222,322 1,000,000
========= =========
</TABLE>

Holders of Class E Stock, Class F and Common Stock are entitled to one vote
and holders of Class D Stock are entitled to 102 votes, for each share of stock
held on all matters to which stockholders are entitled to vote. Holders of Class
A, Class B and Class C Stock do not have any voting rights, except in limited
circumstances.

Under the terms of the Company's restated Certificate of Incorporation
executed in connection with the Acquisition and Financings, each issued and
outstanding share of the Company's capital stock described above automatically
convert into one share of Common Stock upon the effectiveness of an IPO, as
defined therein. Upon the effectiveness of the IPO, the Company's common stock
will be split on a -for-one basis.

NOTE 8 -- RE-ENGINEERING DISTRIBUTION OPERATIONS

During the fiscal year ended January 30, 1994, the Company initiated a plan
to reengineer its distribution operations. In connection with this plan, a
provision to operating expense of $3.6 million was made. The re-engineering
charge includes estimated facilities and equipment charges in addition to other
related expenses. Net costs of approximately $1.5 million and $2.1 million were
charged against the accrual for the fiscal years ended January 29, 1995 and
January 28, 1996, respectively.

F-20
<PAGE> 89

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 9 -- EMPLOYEE BENEFIT PLANS

The Company provides various health, welfare and disability benefits to its
full-time employees which are funded primarily by Company contributions. The
Company does not provide post-employment or post-retirement health care or life
insurance benefits to its employees.

RETIREMENT PROGRAM

The Company sponsors a 401(k) plan which is available to all employees of
the Company who have completed one year of continuous service. The Company
matches 20% of employee contributions up to 6% of the participant's base salary.
Participant contributions are subject to certain restrictions as set forth in
the Internal Revenue Code. The Company's matching contributions totaled
$230,000, $267,000 and $288,000 for fiscal years 1994, 1995 and 1996,
respectively.

INCENTIVE COMPENSATION PLAN

The Company adopted the general and administrative staff incentive
compensation bonus plan (the "Incentive Plan") during May 1996. The Incentive
Plan is designed to reward eligible Company executives, managers and supervisors
for the achievement of pre-defined Company performance objectives. Generally,
employees at the supervisor level or above are eligible to participate in the
Incentive Plan. Expense under the Incentive Plan for fiscal 1996 totaled $1.0
million.

1996 STOCK OPTION PLANS

On October 30, 1996, subject to approval by the Company's Board of
Directors, the Company awarded options to purchase shares of Class B Stock of
the Company under its Associate Stock Option Plan (the "Associate Plan") and its
Executive Stock Option Plan (the "Executive Plan" and together with the
Associate Plan, the "Plans") in order to provide incentives to store managers
and salaried corporate and warehouse employees of the Company. In October 1996
and February 1997, the Company's Board of Directors approved the Associate Plan
and the Executive Plan, respectively. The options automatically convert to
options to purchase the Company's Common Stock upon the effectiveness of an
initial public offering.

Options to purchase up to an aggregate of 37,000 and 21,000 (amended to
23,000 in December, 1997) shares of Class B Stock may be granted under the
Associate Plan and the Executive Plan, respectively. Options granted under the
Plans may be options intended to qualify as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, or options not
intended to so qualify. In the event that an optionee's employment with the
Company is terminated, depending on the timing and reasons for such termination,
the Option may terminate, remain exercisable for a short period or be replaced
by a right to receive certain payments upon completion of an initial public
offering of the Company's securities. In the event of a sale of more than 80% of
the outstanding shares of capital stock of the Company or 80% of its assets, the
vested portion of an option and, under circumstances, the unvested portion will
be purchased by the Company.

F-21
<PAGE> 90

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 9 -- EMPLOYEE BENEFIT PLANS -- (CONTINUED)
As of February 2, 1997, the Company has granted options to purchase 35,969
shares under the Associate Plan and 16,832 shares under the Executive Plan. The
exercise price applicable to these options is $205.88 per share, the fair market
value at the date of grant based upon the price paid for such shares in the
Acquisition and other valuation analyses performed by the Company. All options
expire on the seventh anniversary of the date of grant (or, under certain
circumstances, 30 days later).

EMPLOYMENT AGREEMENTS

Auto has entered into employment agreements with the Chairman and the
President pursuant to which they are paid fixed base salaries and are eligible
for bonuses based upon the earnings before interest, taxes, depreciation and
amortization ("EBITDA") of Auto and, in the case of the Chairman, an additional
bonus at the discretion of the Board of Directors. The agreements do not contain
stated termination dates, but rather are terminable at will by either party. If
Auto were to terminate the employment of the Chairman and President without
cause, or if they terminate their employment for good reason, Auto has agreed to
pay to the Chairman his base salary and performance bonus for a period of 24
months and to the President his base salary for one year. The Chairman also
received a loan of $550,000 from the Company, bearing interest at 4.535% and due
in 1999.

In connection with the commencement of his employment, the Company agreed
to pay the Chairman $1,000,000 which, in turn, would be used by the Chairman to
purchase 4,857 shares of Class B Stock from a member of the Investcorp Group,
reflecting a share value of $205.88, the fair market value at the date of the
agreement, based on the price paid for such shares in the Acquisition. Under the
Chairman's employment agreement, the shares vested 50% upon commencement of
employment with an additional 25% vesting at each of the first and second
anniversary of the agreement. The Company recorded a charge to compensation of
approximately $687,000 in the thirty-nine weeks ended November 2, 1997
reflecting amortization of the award through such date. The Company has also
agreed to loan the Chairman approximately $440,000 to pay the income tax
consequences of the award. The loan bears interest at the rate applicable to
borrowings under the Revolver, and is due in 2000.

In connection with their employment agreements, the Chairman and the
President were awarded an aggregate of 41,000 options to purchase Class B Stock
of the Company at a price of $205.88 per share, the fair market value at the
date of grant based upon the price paid for such shares in the Acquisition and
other valuation analyses performed by the Company. The options are subject to
similar vesting criteria as the Executive Plan described above.

F-22
<PAGE> 91

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 9 -- EMPLOYEE BENEFIT PLANS -- (CONTINUED)
Options outstanding at February 2, 1997 are:

<TABLE>
<CAPTION>
GRANTED EXERCISED CANCELED OUTSTANDING
- ------- --------- -------- -----------
<S> <C> <C> <C>
94,326 -- (525) 93,801
</TABLE>

The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. Had compensation costs for the
Company's stock option plan been determined based on the fair value at the grant
date for awards in fiscal 1996 consistent with the provisions of SFAS No. 123,
net loss for fiscal 1996 would have been increased to the pro forma amount
indicated below (in thousands):

<TABLE>
<CAPTION>
FISCAL 1996
-----------
<S> <C>
Net Loss:
As reported............................................................. $ (24,659)
Pro forma............................................................... $ (24,803)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Minimum Value Method of option pricing, based upon the following input
assumptions:

<TABLE>
<S> <C>
Dividend yield.............................................................. 0%
Risk free interest rate..................................................... 6.07%
Expected life of options.................................................... 5 years
</TABLE>

NOTE 10 -- SUPPLEMENTAL SCHEDULE OF CASH FLOWS

Interest paid during fiscal years 1994, 1995 and 1996 amounted to $8.5
million, $13.4 million and $13.4 million, respectively. Such amounts include
interest paid on the bank credit facility and capital leases.

Income taxes paid during fiscal 1994 amounted to $264,000. No income taxes
were paid in fiscal years 1995 and 1996.

NOTE 11 -- INCOME TAXES

The provision (benefit) for income taxes is comprised of the following (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------
JANUARY 29, JANUARY 28, FEBRUARY 2,
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Current:
Federal........................................... $ 264 $(1,801) $ --
State............................................. 223 (406) --
------ ------- --------
487 (2,207) --
------ ------- --------
Deferred:
Federal........................................... 55 (2,922) (9,750)
State............................................. (474) (318) (2,109)
------ ------- --------
(419) (3,240) (11,859)
------ ------- --------
Total..................................... $ 68 $(5,447) $ (11,859)
====== ======= ========
</TABLE>

F-23
<PAGE> 92

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 11 -- INCOME TAXES -- (CONTINUED)
The following table summarizes the differences between the Company's
provision (benefit) for income taxes based on the Company's income before taxes
and actual amounts recorded by the Company (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------
JANUARY 29, JANUARY 28, FEBRUARY 2,
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Income (loss) before taxes.......................... $ 8,834 $ (14,541) $ (36,518)
Federal income tax rate............................. 34% 34% 34%
----------- ----------- -----------
Expected provision (benefit) for income taxes....... 3,004 (4,944) (12,416)
State taxes, net of federal benefit................. 425 (671) (1,634)
State taxes, rate adjustment........................ (496) -- --
Valuation allowance................................. (2,948) -- --
Other............................................... 83 168 2,191
----------- ----------- -----------
Actual provision (benefit) for income taxes......... $ 68 $ (5,447) $ (11,859)
======== ======== ========
</TABLE>

As discussed in Note 5, the Company treated the $97.2 million gain on the
elimination of debt which occurred in the year ended January 29, 1995 as a
non-taxable event. As a result of this treatment, the Company lost the ability
to utilize approximately $60.0 million of net operating loss carryforwards. At
January 30, 1994, the Company carried a valuation allowance against the entire
amount of the carryforwards, and accordingly, the loss of such carryforwards had
no effect on the results of the operations of the Company for the year ended
January 29, 1995.

At January 30, 1994, a valuation allowance of $2.9 million existed as an
offset to the Company's deferred tax assets. The valuation allowance was
eliminated at January 29, 1995 due to the Company's forecasted ability to
utilize all deferred tax assets.

F-24
<PAGE> 93

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 11 -- INCOME TAXES -- (CONTINUED)
The current and non-current deferred tax assets and liabilities consist of
the following (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------
JANUARY 28, FEBRUARY 2,
1996 1997
----------- -----------
<S> <C> <C>
Gross deferred tax assets:
Store closing costs......................................... $ 2,048 $ 6,118
Salaries and benefits....................................... 2,847 7,710
Capital leases expenditures................................. 1,064 743
Internally developed software............................... 3,639 2,538
Preopening costs............................................ 1,933 2,267
Provision for site selection costs.......................... 1,566 3,243
Provision for bad debts..................................... 744 684
Tax loss carryforwards...................................... 1,860 4,142
Other....................................................... 655 716
------- -------
Total gross deferred tax assets..................... 16,356 28,161
------- -------
Gross deferred tax liabilities:
Inventory................................................... 8,159 8,991
Depreciation................................................ 2,023 1,152
------- -------
Total gross deferred tax liabilities................ 10,182 10,143
------- -------
Net deferred tax asset.............................. $ 6,174 $18,018
======= =======
The net tax asset (liability) is reflected in the accompanying
balance sheets as follows:
Current deferred tax liability, net......................... $(3,045) $ (597)
Non-current deferred tax asset, net......................... 9,219 18,615
------- -------
Net deferred tax asset...................................... $ 6,174 $18,018
======= =======
</TABLE>

The Company has recorded a deferred tax asset of approximately $4.1 million
as of February 2, 1997 reflecting the benefit of tax loss carryforwards which
expire in 2012. Realization is dependent on generating sufficient taxable income
prior to expiration of the loss carryforwards. Although realization is not
assured, management believes it is more likely than not that all the deferred
tax assets will be realized. Accordingly, the Company believes that no valuation
allowance is required for deferred tax assets in excess of deferred tax
liabilities. The amount of the deferred tax asset considered realizable,
however, could be reduced in the near term if estimates of future taxable income
during the carryforward period are reduced.

NOTE 12 -- STORE CLOSING COSTS

Activity in the provision for store closings and the related store closing
costs is as follows (in thousands):

<TABLE>
<CAPTION>
BEGINNING STORE ENDING
FISCAL YEAR BALANCE CLOSING COSTS PAYMENTS BALANCE
------------------------------------------- --------- ------------- -------- -------
<S> <C> <C> <C> <C>
1994....................................... $ 6,363 $ 2,678 $(3,296) $ 5,745
1995....................................... 5,745 3,310 (3,757) 5,298
1996....................................... 5,298 14,904 (4,360) 15,842
</TABLE>

F-25
<PAGE> 94

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 12 -- STORE CLOSING COSTS -- (CONTINUED)
In January 1997, the Company updated its strategic plan relating to the
relocation of certain stores. As a result of the Acquisition and Financings, the
Company obtained greater access to capital resources including the availability
of a sale-leaseback facility for new stores, thereby improving the Company's
ability to implement such relocations. While management believes that there will
be long-term operating benefits from this strategy, the Company will incur costs
for early lease terminations or negative sub-lease rentals for stores vacated
under this plan and, accordingly, a charge to earnings of approximately $12.9
million was recorded in January 1997.

Store closing costs include management's best estimate of related costs
which could differ materially from the costs the Company ultimately incurs.

NOTE 13 -- LEGAL MATTERS

The Company is a defendant in various legal matters arising from normal
business activities. Management believes that the ultimate outcome of these
matters will not have a material effect on the Company's results of operations,
financial position or cash flows.

NOTE 14 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as
follows (in thousands):

<TABLE>
<CAPTION>
JANUARY 28, 1996 FEBRUARY 2, 1997
----------------------------- -----------------------------
ESTIMATED ESTIMATED
CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE
--------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
Receivables....................... $25,448 $ 25,448 $ 28,511 $ 28,511
Amounts due under the Facility
(including current maturity).... 96,062 96,062 138,000 138,000
Obligations under Old Notes....... -- -- 125,000 125,000
</TABLE>

NOTE 15 -- SUBSEQUENT EVENTS (UNAUDITED)

LEASE FACILITY

On November 18, 1997, the Company reached an agreement, in principle, with
an unrelated third party for the establishment of a leasing facility that will
provide $125.0 million of financing for the acquisition and development of
approximately 100 to 125 new stores over the period of February 1, 1998 through
May 31, 1999.

TRAK WEST ACQUISITION

On December 8, 1997, the Company acquired a newly formed subsidiary ("Trak
West") of the Trak Auto Corporation ("Trak Auto"). Upon acquisition, Trak West
had no liabilities and owned no assets other than the store leases, fixtures and
equipment and merchandise inventories of 82 specific store sites in Southern
California which were formerly owned and operated by Trak Auto. Trak West also
owned the merchandise inventory of the Ontario, California distribution center
operated by Trak Auto. No other assets or liabilities of the distribution
center, other than the inventories, were acquired.

The preliminary purchase price of Trak West was approximately $38.0
million, subject to a downward adjustment for the actual value of inventories
acquired. The Company paid Trak Auto $30.2 million at the time of purchase,
representing 90% of a preliminary purchase price of $33.6 million (excluding
acquisition-

F-26
<PAGE> 95

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 15 -- SUBSEQUENT EVENTS (UNAUDITED) -- (CONTINUED)
related fees), based on a preliminary value of inventories on hand at the
acquisition date. The Company anticipates that the final purchase price, and a
preliminary allocation of assets acquired, will be determined during the first
quarter of fiscal 1998. The Company financed the acquisition of Trak West with a
$22.0 million equity investment by affiliates of the Company's existing
stockholders and borrowings under the Senior Credit Facility. In connection with
the sale of capital stock to the Investcorp Group, an affiliate of Investcorp
was paid a $1.0 million placement fee. In connection with the negotiation of the
Trak West Acquisition, TG Investments, Ltd., an affiliate of Carmel, was paid a
$1.0 million consulting fee.

The Company has also executed an Operating Services Agreement with Trak
Auto for the provision of certain transitional services to be performed by Trak
Auto while the stores are integrated into the Company's operations.

AMENDMENT OF SENIOR CREDIT FACILITY

On December 8, 1997, in connection with the consummation of the Trak West
Acquisition, the Company amended and restated the Senior Credit Facility to
provide maximum borrowings of $300.0 million, subject to the limitations on the
incurrence of indebtedness under the Indenture for the 11% Senior Subordinated
Notes. As amended and restated, the Senior Credit Facility provides for a $175.0
million term loan and a revolving credit facility with maximum borrowings of
$125.0 million. Upon consummation of the Offering and the application of the net
proceeds therefrom, the term loan will bear interest at LIBOR plus 2.0% and
amounts outstanding under the revolving credit facility will bear interest at
LIBOR plus 1.75%. In addition to increasing the term loan and revolving credit
facility availability by $75.5 million and $25.0 million, respectively, the
amendment and restatement primarily provided for: (i) an initial reduction in
the interest rate for the term loan and the revolving credit facility and the
introduction of a pricing grid which periodically permits adjustment based upon
Auto's degree of leverage; (ii) the elimination of the previous borrowing base
restrictions on revolving credit borrowings; (iii) capital expenditure "baskets"
for the Trak West Acquisition and for up to $50.0 million of other acquisitions
subject to pro forma compliance with financial covenants; and (iv) a $50.0
million revolving capital expenditure "basket" of funds that can be used by the
Company to finance store purchase and development activities. The term loan
portion of the Senior Credit Facility matures on October 31, 2003 and the
revolving credit portion matures on October 31, 2001.

The Company will recognize an extraordinary charge of $5.3 million ($3.3
million net of income taxes) in the fourth quarter of fiscal 1997 to reflect the
write-off of certain deferred financing costs associated with the early
extinguishment of the original Senior Credit Facility.

STOCK PURCHASE AND OPTION AWARDS

In December 1997, the Company entered stock purchase agreements with
certain executives of Auto. Under the terms of the agreements, the Company
agreed to issue a total of 9,826 shares of the Company's Class B Stock at a
price of $205.88 per share, the same price paid in the Acquisition. In addition,
the Company granted certain executives non-qualified options to purchase 5,368
shares of the Company's Class B Stock, also at a price of $205.88 per share. The
options contain similar terms and vesting provisions as existing options under
the Company's Executive Stock Option Plan. See Note 9, "Employee Benefit Plans".

In connection with the issuance of the stock and options, the Company will
recognize a charge to earnings in the fourth quarter of fiscal 1997 for the
difference between the issuance or exercise price, as the case may be, and the
fair market value of the Class B Stock at the date of grant. The Company
estimates that such charge will be approximately
$ ($ net of tax).

F-27
<PAGE> 96

CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --(CONTINUED)
(INFORMATION AS OF NOVEMBER 2, 1997 AND FOR THE THIRTY-NINE WEEKS ENDED OCTOBER
27, 1996 AND
NOVEMBER 2, 1997 IS UNAUDITED.)

NOTE 15 -- SUBSEQUENT EVENTS (UNAUDITED) -- (CONTINUED)
The Company has agreed to loan certain executives funds to pay the income
tax consequences of the purchase of the shares (the "Tax Loans"). In addition,
of the total consideration to be paid to the Company of $2,022,977,
approximately $917,813 will be loaned by the Company to certain executives to
purchase 4,458 of the shares (the "Stock Loans"). Both the Tax Loans and the
Stock Loans will be collateralized by the stock under pledge agreements, provide
full recourse to the executive, bear interest at the average rate paid by Auto
under the revolving portion of its Senior Credit Facility, and mature in
December 2003.

F-28
<PAGE> 97

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THAT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary......................... 1
Risk Factors............................... 9
Use of Proceeds............................ 13
Dividend Policy............................ 13
Capitalization............................. 14
Dilution................................... 15
Acquisition and Financings................. 16
Unaudited Pro Forma Condensed Consolidated
Statements of Operations................. 17
Selected Consolidated Financial Data....... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 22
Business................................... 30
Management................................. 45
Certain Transactions....................... 51
Principal Stockholders..................... 55
Description of Capital Stock............... 57
Description of Certain Indebtedness........ 59
Shares Eligible for Future Sale............ 63
Available Information...................... 64
Underwriting............................... 65
Legal Matters.............................. 66
Experts.................................... 66
Change in Accountants...................... 67
Index to Consolidated Financial
Statements............................... F-1
</TABLE>

------------------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENT OR
SUBSCRIPTIONS.

======================================================

LOGO

COMMON STOCK
------------------------

PROSPECTUS
------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

FURMAN SELZ
LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY
, 1998

======================================================
<PAGE> 98

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant's expenses in connection with the Offerings described in
this registration statement are set forth below. All amounts except the
Securities and Exchange Commission registration fee, the NASD filing fee and
the listing fee are estimated.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $50,888
NASD filing fee.......................................................... 17,750
Printing and engraving expenses.......................................... *
Accounting fees and expenses............................................. *
Legal fees and expenses.................................................. *
listing fee.................................................... *
Fees and expenses (including legal fees) for qualifications under
state securities laws.................................................. *
Transfer agent's fees and expenses....................................... *
Miscellaneous............................................................ *
-------
Total.......................................................... $ *
=======
</TABLE>

- ---------------
* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provisions for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
registrant under certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act").

As permitted by the DGCL, the registrant's Amended and Restated Certificate
of Incorporation, as amended (the "Charter"), provides that, to the fullest
extent permitted by the DGCL, no director shall be liable to the registrant or
to its stockholders for monetary damages for breach of his fiduciary duty as a
director. Delaware law does not permit the elimination of liability (i) for any
breach of the director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
registrant and its stockholders (through stockholders' derivative suits on
behalf of the registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

In addition, the Charter provides that the registrant may indemnify any
person who was or is a party or who was or is threatened to be made a party to
or is otherwise involved in any threatened, pending or completed action, suit or
proceeding (including, without limitation, one by or in the right of the
registrant to procure judgment in its favor), whether civil, criminal,
administrative or investigative, by reason of the fact the he or she is or was a
director, officer, employee or agent of the registrant or is or was serving at
the request of the registrant as a director, officer, employee or agent of any
other corporation or enterprise, from and against any and all expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person. The Charter also provides that
the indemnification provided in the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled and that the
registrant may maintain insurance, at its expense, to protect itself and any
director, officer, employee

II-1
<PAGE> 99

or agent of the registrant or any other corporation or enterprise against
expense liability or loss whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss under the DGCL or
under the Charter.

The registrant's Bylaws (the "Bylaws") provide that the registrant may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the registrant) by reason of the fact that he is or was a director,
officer, employee or agent of the registrant or is or was serving at the request
of the registrant as a director, officer, employee or agent of any other
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.

The Bylaws also provide that the registrant may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the registrant to procure
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the registrant unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery of the State of
Delaware or the court in which such action was brought shall deem proper.

The Bylaws also provide that to the extent a director or officer of the
registrant has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith and that
indemnification provided for in the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The registrant has not issued or sold securities within the past three
years pursuant to offerings that were not registered under the Securities Act,
except as follows:

(a) On October 30, 1996, the Company converted all of its issued and
outstanding shares of common stock into 427,836 ( giving effect to the
-for- stock split) shares of Class A Common Stock, 77,164 ( giving
effect to the -for- stock split) shares of Class C Common Stock, 5,000
( giving effect to the -for- stock split) shares of Class D Common
Stock and 100 ( giving effect to the -for- stock split) shares of
Class F Common Stock.

(b) On October 30, 1996, the Company issued and sold 490,000 (
giving effect to the -for- stock split) shares of Class E Common Stock
to Cantrade Trust Company Limited, in its capacity as trustee of The Carmel
Trust, at approximately $206 ( giving effect to the -for- stock
split) per share.

(c) On October 30, 1996, the Company issued and sold a Class A Stock
Purchase Warrant to Investcorp Bank E.C. for $10.00.

(d) On October 30, 1996, the Company issued and sold $10,000,000
aggregate principal amount of 12% Subordinated Series A Notes due October
31, 2008 to TransAtlantic Finance, Ltd.

(e) On October 30, 1996, the Company issued and sold $40,000,000
aggregate principal amount of 12% Subordinated Series B Notes due October
31, 2008 to Southwest Finance, Ltd.

II-2
<PAGE> 100

(f) On December 8, 1997, the Company issued and sold approximately
54,498 ( giving effect to the -for- stock split) shares of Class C
Common Stock to South Bay Limited at approximately $206 ( giving effect
to the -for- stock split) per share.

(g) On December 8, 1997, the Company issued and sold approximately
52,360 (-- giving effect to the -for- stock split) shares of Class
E Common Stock to Transatlantic Finance, Inc. at approximately $206 per
share.

(h) On October 30, 1996, pursuant to the Company's 1996 Associate
Stock Option Plan and the Company's 1996 Executive Stock Option Plan
(collectively, and as amended from time to time, the "Plans"), the Company
awarded to key employees of Auto qualified incentive stock options
("ISOs"), exercisable in whole or in part at approximately $206
($ giving effect to the -for- stock split) per share, to
purchase an aggregate of (giving effect to the -for- stock
split) shares of Class B Common Stock ("Class B Shares"). On various dates
from November 1996 through December 1997, pursuant to the Plans, the
Company issued additional ISOs, exercisable in whole or in part at
approximately $206 ($ giving effect to the -for- stock split) per
share, to purchase 3,740 ( giving effect to the -for- stock split)
Class B Shares. On the closing of the Offerings, each Option will be
exercisable for an identical number of shares of Common Stock to the number
of Class B Shares for which it was exercisable prior to the Offerings, at
the same price per share.

(i) In April 1997, the Company granted non-qualified options
exercisable in whole or in part at approximately $206 ($ giving effect
to the -for- stock split) per share for (i) 23,500 ( giving effect
to the -for- stock split) Class B Shares to Maynard Jenkins and (ii)
17,500 ( giving effect to the -for- stock split) Class B Shares to
James Bazlen.

(j) In December 1997, 18 members of the Company's management purchased
an aggregate of 9,826 ( giving effect to the -for- stock split)
Class B Shares at a price of approximately $206 ($ giving effect to the
-for- stock split) per share, pursuant to the Company's Management Stock
Purchase Agreement. These individuals received secured loans from the
Company pursuant to its 1997 Stock Loan Program in an aggregate amount
equal to the purchase price of 4,458 ( giving effect to the -for-
stock split) Class B Shares. At the time of these purchases, the Company
agreed to grant one ISO in respect of each Class B Share, purchased without
the benefit of the 1997 Stock Loan Program, to such purchasers.

The transactions set forth above were undertaken in reliance upon the exemptions
from the registration requirements of the Securities Act afforded by (i) Section
4(2) thereof and/or Regulation D promulgated thereunder, as sales not involving
a public offering, and/or (ii) Rule 701 promulgated thereunder, as sales by an
issuer to employees, directors, officers, consultants or advisors pursuant to
written compensatory benefit plans or written contracts relating to the
compensation of such persons. The purchasers of the securities described above
acquired them for their own account and not with a view to any distribution
thereof to the public. The certificates evidencing the securities bear legends
stating that the shares may not be offered, sold or transferred other than
pursuant to an effective registration statement under the Securities Act or an
exemption from such registration requirements. With respect to the transactions
described in paragraph (h) above, following effectiveness of this Registration
Statement, the Company plans to register on Form S-8 under the Securities Act
the shares of Common Stock issuable upon exercise of options granted under the
Plans.

II-3
<PAGE> 101

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ ----------------------------------------------------------------------------------
<C> <C> <S>
1.01+ -- Form of Underwriting Agreement.
3.01 -- Amended and Restated Certificate of Incorporation of the Company, as filed with
the Delaware Secretary of State on October 30, 1996 (the "Certificate").
3.02 -- Certificate of Amendment to the Certificate, as filed with the Delaware Secretary
of State on December 5, 1997.
3.03 -- Certificate of Amendment to the Certificate, as filed with the Delaware Secretary
of State on December 19, 1997.
3.04+ -- Form of Amended and Restated Certificate of Incorporation of the Company, as
proposed to be filed with the Delaware Secretary of State upon the closing of the
Offering.
3.05 -- Amended and Restated By-laws of the Company, as adopted on October 29, 1997.
4.01 -- Indenture, dated as of October 30, 1996, among the Company and TransAtlantic
Finance, Ltd., as Trustee.
4.02 -- Indenture, dated as of October 30, 1996, among the Company and AIBC Services,
N.V., as Trustee.
4.03* -- Indenture, dated as of October 30, 1996, by and among Auto, Kragen, Schuck's and
The Bank of New York (as successor to Wells Fargo Bank, N.A.), as Trustee,
including form of Note.
4.04 -- Amended and Restated Credit Agreement, dated as of December 8, 1997, among Auto,
the several Lenders from time to time parties thereto, The Chase Manhattan Bank,
as administrative agent for the Lenders, and Lehman Commercial Paper Inc., as
documentation agent for the Lenders and Chase Securities Inc., as arranger.
5.01+ -- Opinion of Gibson, Dunn & Crutcher LLP.
10.01* -- Employment Agreement, dated June 19, 1996, between Auto and Jules Trump.
10.02* -- Amended and Restated Employment Agreement, dated June 19, 1996, between Auto and
James Bazlen.
10.03* -- Amended and Restated Employment Agreement, dated June 19, 1996, between Auto and
Arthur Hicks.
10.04* -- Amended and Restated Participation Agreement, dated June 19, 1996, between Auto
and James Bazlen.
10.05* -- Amended and Restated Participation Agreement, dated June 19, 1996, between Auto
and Arthur Hicks.
10.06+ -- 1996 Associate Stock Option Plan.
10.07+ -- 1996 Executive Stock Option Plan.
10.08* -- 1996 General and Administrative Staff Incentive Compensation Plan.
10.09* -- Real Estate Financing Agreement, dated as of October 30, 1996, between Cantrade
Trust Company Limited, in its capacity as trustee of The Carmel Trust, and Auto.
10.10* -- Amended and Restated Lease, dated October 23, 1989 (the "Missouri Falls Lease"),
between Auto and Missouri Falls Associates Limited Partnership.
10.11* -- First Amendment to the Missouri Falls Lease, dated November 22, 1991, between Auto
and Missouri Falls Associates Limited Partnership.
10.12* -- Amendment to Leases, dated as of October 30, 1996, by and between Missouri Falls
Associates Limited Partnership and Auto.
10.13* -- Financing Advisory Agreement, dated October 30, 1996, between Auto and Investcorp
International Inc.
10.14* -- Financial Advisory Services Letter Agreement, dated October 30, 1996, between Auto
and Investcorp International Inc.
10.15* -- Standby Loan Commitment Letter Agreement, dated October 30, 1996, between Auto and
Invifin S.A.
10.16* -- Agreement for Management Advisory, Strategic Planning and Consulting Services,
dated October 30, 1996, between Auto and Investcorp International Inc.
</TABLE>

II-4
<PAGE> 102

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ ----------------------------------------------------------------------------------
<C> <C> <S>
10.17* -- Stockholders' Agreement, dated October 30, 1997, by and among the Initial
Investcorp Group, Cantrade Trust Company Limited in its capacity as trustee of The
Carmel Trust, the Company and Auto.
10.18* -- Stock Purchase Agreement, dated September 29, 1996.
10.19 -- Senior Executive Stock Loan Plan.
10.20 -- Form of Stock Purchase Agreement.
16.01+ -- Letter of Price Waterhouse LLP re: Change in Certifying Accountant.
21.01 -- Subsidiaries of the Company.
23.01 -- Consent of Price Waterhouse LLP.
23.02 -- Consent of Coopers & Lybrand L.L.P.
23.03+ -- Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.01).
24.01 -- Powers of Attorney (included on Signature Pages of Registration Statement).
27.01 -- Financial Data Schedule.
</TABLE>

- ---------------
* Incorporated herein by reference to CSK Auto, Inc.'s Registration Statement on
Form S-4 (File No. 333-22511).

+ To be filed by amendment.

(b) Financial Statement Schedule for the three years ended February 2,
1997: Schedule II -- Valuation and Qualifying Accounts and report of independent
accountants thereon.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Phoenix, Arizona, on December
23, 1997.

CSK AUTO CORPORATION

By: /s/ MAYNARD L. JENKINS
------------------------------------
Maynard L. Jenkins
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James G. Bazlen and Don W. Watson, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, including,
without limitation, any registration statement filed pursuant to Rule 462 under
the Securities Act of 1933, as amended, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on December 23, 1997.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------

<C> <S>

/s/ MAYNARD L. JENKINS Chairman of the Board and Chief Executive
- --------------------------------------------- Officer (Principal Executive Officer)
Maynard L. Jenkins

/s/ JAMES G. BAZLEN President, Chief Operating Officer and
- --------------------------------------------- Director
James G. Bazlen

Director
- ---------------------------------------------
Jules Trump

/s/ EDDIE TRUMP Director
- ---------------------------------------------
Eddie Trump

/s/ SAVIO W. TUNG Director
- ---------------------------------------------
Savio W. Tung

/s/ JON P. HEDLEY Director
- ---------------------------------------------
Jon P. Hedley

/s/ EDWARD G. LORD, III Director
- ---------------------------------------------
Edward G. Lord, III
</TABLE>

II-6
<PAGE> 104

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------

<C> <S>

/s/ CHRISTOPHER J. O'BRIEN Director
- ---------------------------------------------
Christopher J. O'Brien

/s/ CHARLES J. PHILIPPIN Director
- ---------------------------------------------
Charles J. Philippin

/s/ ROBERT SMITH Director
- ---------------------------------------------
Robert Smith

/s/ CHRISTOPHER J. STADLER Director
- ---------------------------------------------
Christopher J. Stadler

/s/ DON W. WATSON Senior Vice President, Chief Financial Officer
- --------------------------------------------- and Treasurer (Principal Financial Officer
Don W. Watson and Principal Accounting Officer)
</TABLE>

II-7
<PAGE> 105

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
- ------ ----------------------------------------------------------------------- ------------
<C> <C> <S> <C>
1.01+ -- Form of Underwriting Agreement.........................................
3.01 -- Amended and Restated Certificate of Incorporation of the Company, as
filed with the Delaware Secretary of State on October 30, 1996 (the
"Certificate").........................................................
3.02 -- Certificate of Amendment to the Certificate, as filed with the Delaware
Secretary of State on December 5, 1997.................................
3.03 -- Certificate of Amendment to the Certificate, as filed with the Delaware
Secretary of State on December 19, 1997................................
3.04+ -- Form of Amended and Restated Certificate of Incorporation of the
Company, as proposed to be filed with the Delaware Secretary of State
upon the closing of the Offering.......................................
3.05 -- Amended and Restated By-laws of the Company, as adopted on October 29,
1997...................................................................
4.01 -- Indenture, dated as of October 30, 1996, among the Company and
TransAtlantic Finance, Ltd., as Trustee................................
4.02 -- Indenture, dated as of October 30, 1996, among the Company and AIBC
Services, N.V., as Trustee.............................................
4.03* -- Indenture, dated as of October 30, 1996, by and among Auto, Kragen,
Schuck's and The Bank of New York (as successor to Wells Fargo Bank,
N.A.), as Trustee, including form of Note..............................
4.04 -- Amended and Restated Credit Agreement, dated as of December 8, 1997,
among Auto, the several Lenders from time to time parties thereto, The
Chase Manhattan Bank, as administrative agent for the Lenders, and
Lehman Commercial Paper Inc., as documentation agent for the Lenders
and Chase Securities Inc., as arranger.................................
5.01+ -- Opinion of Gibson, Dunn & Crutcher LLP.................................
10.01* -- Employment Agreement, dated June 19, 1996, between Auto and Jules
Trump..................................................................
10.02* -- Amended and Restated Employment Agreement, dated June 19, 1996, between
Auto and James Bazlen..................................................
10.03* -- Amended and Restated Employment Agreement, dated June 19, 1996, between
Auto and Arthur Hicks..................................................
10.04* -- Amended and Restated Participation Agreement, dated June 19, 1996,
between Auto and James Bazlen..........................................
10.05* -- Amended and Restated Participation Agreement, dated June 19, 1996,
between Auto and Arthur Hicks..........................................
10.06+ -- 1996 Associate Stock Option Plan.......................................
10.07+ -- 1996 Executive Stock Option Plan.......................................
10.08* -- 1996 General and Administrative Staff Incentive Compensation Plan......
10.09* -- Real Estate Financing Agreement, dated as of October 30, 1996, between
Cantrade Trust Company Limited, in its capacity as trustee of The
Carmel Trust, and Auto.................................................
10.10* -- Amended and Restated Lease, dated October 23, 1989 (the "Missouri Falls
Lease"), between Auto and Missouri Falls Associates Limited
Partnership............................................................
10.11* -- First Amendment to the Missouri Falls Lease, dated November 22, 1991,
between Auto and Missouri Falls Associates Limited Partnership.........
10.12* -- Amendment to Leases, dated as of October 30, 1996, by and between
Missouri Falls Associates Limited Partnership and Auto.................
10.13* -- Financing Advisory Agreement, dated October 30, 1996, between Auto and
Investcorp International Inc. .........................................
10.14* -- Financial Advisory Services Letter Agreement, dated October 30, 1996,
between Auto and Investcorp International Inc. ........................
</TABLE>
<PAGE> 106

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
- ------ ----------------------------------------------------------------------- ------------
<C> <C> <S> <C>
10.15* -- Standby Loan Commitment Letter Agreement, dated October 30, 1996,
between Auto and Invifin S.A. .........................................
10.16* -- Agreement for Management Advisory, Strategic Planning and Consulting
Services, dated October 30, 1996, between Auto and Investcorp
International Inc. ....................................................
10.17* -- Stockholders' Agreement, dated October 30, 1997, by and among the
Initial Investcorp Group, Cantrade Trust Company Limited in its
capacity as trustee of The Carmel Trust, the Company and Auto..........
10.18* -- Stock Purchase Agreement, dated September 29, 1996.....................
10.19 -- Senior Executive Stock Loan Plan.......................................
10.20 -- Form of Stock Purchase Agreement.......................................
11.01 -- Statement re: Computation of Ratio of Earnings to Fixed Charges........
16.01+ -- Letter of Price Waterhouse LLP re: Change in Certifying Accountant.....
21.01 -- Subsidiaries of the Company............................................
23.01 -- Consent of Price Waterhouse LLP........................................
23.02 -- Consent of Coopers & Lybrand L.L.P. ...................................
23.03+ -- Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.01)......
24.01 -- Powers of Attorney (included on Signature Pages of Registration
Statement).............................................................
27.01 -- Financial Data Schedule................................................
</TABLE>

- ---------------
* Incorporated herein by reference to CSK Auto, Inc.'s Registration Statement on
Form S-4 (File No. 333-22511).

+ To be filed by amendment.
<PAGE> 107

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

In connection with our audit of the consolidated financial statements of
CSK Auto, Corporation and subsidiaries as of February 2, 1997 and for the year
then ended, which financial statements are included in the Prospectus, we have
also audited the financial statement schedule listed in Item 16(b) herein.

In our opinion, the financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.

COOPERS & LYBRAND L.L.P.

Phoenix, Arizona
April 22, 1997

S-1
<PAGE> 108

SCHEDULE II

CSK AUTO CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND END OF
DESCRIPTION PERIOD EXPENSES DEDUCTIONS PERIOD
- ---------------------------------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Year Ended January 29, 1995
Reserves for Closed Stores.............. 6,363 2,678 (3,296) 5,745
Reserves for Bad Debts.................. 2,128 1,447 (2,087) 1,488
Tax Valuation Allowance................. 2,948 -- (2,948) --
Year Ended January 28, 1996
Reserves for Closed Stores.............. 5,745 3,310 (3,757) 5,298
Reserves for Bad Debts.................. 1,488 1,437 (972) 1,953
Year Ended February 2, 1997
Reserves for Closed Stores.............. 5,298 14,904 (4,360) 15,842
Reserves for Bad Debts.................. 1,953 1,290 (1,475) 1,768
</TABLE>

S-2

<PAGE> 1
EXHIBIT 3.01

RESTATED CERTIFICATE OF INCORPORATION

CSK GROUP, LTD.

(Originally incorporated under the name NR Holdings, Inc. on July 12, 1993)

ARTICLE I -- NAME

The name of the corporation (hereinafter called the
"Corporation") is CSK GROUP, LTD.

ARTICLE II -- REGISTERED OFFICE

The address, including street, number, city, and county, of
the registered office of the Corporation in the State of Delaware is 1013
Centre Road, City of Wilmington, County of New Castle, Delaware 19805; and the
name of the registered agent of the Corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.

ARTICLE III -- PURPOSE

The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

ARTICLE IV -- CAPITALIZATION

1. Definitions. As used in this Article, the following terms
shall have the following meanings:

"Affiliate", with respect to a Class D Stockholder that is not
a natural person, means (i) any Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Class D
Stockholder or (ii) any Person who is a director or officer (a) of such Class D
Stockholder, (b) of any subsidiary of such Class D Stockholder or (c) of any
Person described in clause (i) above. For purposes of this definition,
"control" of a Person shall mean the power, directly or indirectly, (y) to vote
fifty percent (50%) or more of the securities having ordinary voting power for
the election of directors of such Person whether by ownership of securities,
contract, proxy or otherwise, or (z) to direct or cause the direction of the
management and policies of such Person whether by ownership of securities,
contract, proxy or otherwise.

"Board" means the Board of Directors of the Corporation.
<PAGE> 2
"Business Day" means any day other than a Saturday, Sunday,
federal holiday or other day on which commercial banks in New York City are
authorized or required to close under the laws of the State of New York.

"Certificate of Incorporation" means this Restated Certificate
of Incorporation of the Corporation.

"Class A Stock" has the meaning set forth in Section 2.

"Class B Stock" has the meaning set forth in Section 2.

"Class C Stock" has the meaning set forth in Section 2.

"Class D Stock" has the meaning set forth in Section 2.

"Class E Stock" has the meaning set forth in Section 2.

"Class F Stock" has the meaning set forth in Section 2.

"Class A Stockholder" means a record holder of one or more
shares of Class A Stock.

"Class B Stockholder" means a record holder of one or more
shares of Class B Stock.

"Class C Stockholder" means a record holder of one or more
shares of Class C Stock.

"Class D Stockholder" means a record holder of one or more
shares of Class D Stock.

"Class E Stockholder" means a record holder of one or more
shares of Class E Stock.

"Class F Stockholder" mean a record holder of one or more
shares of Class F Stock.

"Common Stock" has the meaning set forth in Section 2.

"Common Stockholder" means a record holder of one or more
shares of Common Stock.

"Conversion Date" has the meaning set forth in Section 6.

"Corporation" means CSK Group, Ltd.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

2
<PAGE> 3
"Initial Public Offering" means the effectiveness of a
registration statement under the Securities Act covering any of the Stock, and
the completion of a sale of such Stock thereunder, (i) following which the
Corporation is, or becomes, a reporting company under Section 12(b) or 12(g) of
the Exchange Act, and (ii) as a result of which the Stock is traded on the New
York Stock Exchange or the American Stock Exchange, or quoted on the Nasdaq
Stock Market or is traded or quoted on any other national stock exchange.

"Initial Stock Transfer" means the initial transfer of shares
of Class A, Class C and/or Class D Stock following their issuance upon the
recapitalization effected by the filing of this Certificate of Incorporation.

"IPO Date" means the closing date of the Initial Public
Offering.

"Non-Redeemable Shares" means all shares of Class A or Class C
Stock that have been previously sold (whether under Section 4 or Section 5(c))
pursuant to a Tag-Along Transfer other than pursuant to a Single Transaction
Sale.

"Notice Date" has the meaning set forth in Section 4(b).

"Other Stockholders" has the meaning set forth in Section
4(a).

"Permitted Transferee" with respect to a Transfer by a Class D
Stockholder, means (i) with respect to any Class D Stockholder who is a natural
person, a Transfer to (a) such Stockholder's spouse or issue, or (b) a trust
the beneficiaries of which, and a partnership the limited and general partners
of which, include only the Class D Stockholder, his spouse or issue; (ii) with
respect to any Class D Stockholder that is not a natural person, (A) a Transfer
to an Affiliate of such Class D Stockholder; (B) a Transfer to another Class D
Stockholder or its Affiliates; or (C) a Transfer made pursuant to the Initial
Stock Transfer, provided such other Class D Stockholder referenced in clauses
(i) and (ii) did not acquire its shares of Class D Stock pursuant to a
Tag-Along Transfer.

"Person" means any natural person, partnership, limited
liability company, corporation (including the Corporation), trust or
incorporated organization or a government or a political subdivision thereof.

"Proposed Purchase Amount" has the meaning set forth in
Section 4(a).

"Proposed Transferee" has the meaning set forth in Section
4(a).

"Proposed Transferor" has the meaning set forth in Section
4(a).

"Redemption Date" has the meaning set forth in Section 5(d).

"Sale of the Corporation" means, anytime following the
redemption of all shares of Class F Stock outstanding and the issuance of
shares of Series E Stock, (i) the sale of one hundred percent (100%) of the
outstanding shares of Stock; (ii) a sale of all or substantially all of the
assets of the Corporation; or (iii) a merger, consolidation or recapitalization
of the Corporation as

3
<PAGE> 4
a result of which the ownership of the Stock of the Corporation (or the voting
stock of the surviving corporation, if the Corporation is not the survivor) is
changed to the extent of one hundred percent (100%).

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

"Single Transaction Sale" means a Sale of the Corporation in a
single transaction.

"Staggered Sale" means a Sale of the Corporation in more than
one transaction, each such transaction also being referred to individually as a
"Staggered Sale."

"Stock" has the meaning set forth in Section 2.

"Stockholder" means a record holder of one or more shares of
Class A Stock, Class B Stock, Class C Stock, Class D Stock, Class E Stock,
Class F Stock or Common Stock.

"Stockholders' Agreement" means that certain Stockholders'
Agreement being entered into contemporaneously with the effectiveness of this
Certificate of Incorporation among the Corporation, each person who then is or
is then becoming a Stockholder, and certain other persons, as the same may be
supplemented, modified, amended and restated from time to time in the manner
provided therein. A copy of the Stockholders' Agreement will be supplied by
the Corporation upon written request made to the Corporation at its registered
office.

"Tag-Along Acceptance Date" has the meaning set forth in
Section 4(c).

"Tag-Along Notice" has the meaning set forth in Section 4(c).

"Tag-Along Pro Rata Amount" has the meaning set forth in
Section 4(a).

"Tag-Along Redemption Price" has the meaning set forth in
Section 5(a).

"Tag-Along Transfer" has the meaning set forth in Section
4(a).

"Transfer", with respect to any share of Stock, means the
sale, assignment, pledge, hypothecation, gift or other disposition whatsoever
(other than pursuant to the Initial Public Offering or pursuant to the
redemption by the Corporation or the conversion by the Holder of any such share
of Stock, in either case in accordance with the terms of this Certificate of
Incorporation) of such share, or the encumbrance or granting of any rights or
interests whatsoever in or with respect to such share, except with respect to
any such encumbrance or granting of rights or interests with respect to the
Stockholders' Agreement.

"Transfer Notice" has the meaning set forth in Section 4(b).

"Warrant" means the Class A Stock Purchase Warrant to be
issued on or about the effective date of this Certificate of Incorporation by
the Corporation which entitles the Warrant

4
<PAGE> 5
Holder(s), upon the occurrence of a Warrant Triggering Event, to purchase a
number of shares of Common Stock of the Corporation as specified therein.

"Warrant Date" means, (i) if the Warrant Triggering Event is
the Initial Public Offering, the IPO Date, or (ii) if the Warrant Triggering
Event is a Sale of the Corporation, the closing date of (A) the Single
Transaction Sale, if the Sale of the Corporation is pursuant to a Single
Transaction Sale, or (B) the Staggered Sale that causes a Sale of the
Corporation to occur, if the Sale of the Corporation is pursuant to a series of
Staggered Sales.

"Warrant Holder(s)" means the Holder(s) of the Warrants.

"Warrant Redemption Price" has the meaning set forth in
Section 5(b).

"Warrant Shares" means the shares of Common Stock purchasable
by the Warrant Holder(s) pursuant to the exercise of the Warrants, which shall
equal in all cases the number of shares of Class A Stock redeemed in connection
with the exercise of such Warrant.

"Warrant Triggering Event" means the first to occur of (i) an
Initial Public Offering or (ii) a Sale of the Corporation, whether such sale
occurs pursuant to a Single Transaction Sale or a series of Staggered Sales.

2. Designation and Number. The total number of shares
of all classes of stock which the Corporation shall have authority to issue is
2,222,322. There shall be seven classes of stock of the Corporation. The
first class of stock of the Corporation shall have a par value of $0.01 per
share and shall be designated as "Class A Stock" and the number of shares
constituting such class shall be 427,836. The second class of stock of the
Corporation shall have a par value of $0.01 per share and shall be designated
as "Class B Stock" and the number of shares constituting such class shall be
111,111. The third class of stock of the Corporation shall have a par value of
$0.01 per share and shall be designated as "Class C Stock" and the number of
shares constituting such class shall be 77,164. The fourth class of stock of
the Corporation shall have a par value of $0.01 per share and shall be
designated as "Class D Stock" and the number of shares constituting such class
shall be 5,000. The fifth class of stock of the Corporation shall have a par
value of $0.01 per share and shall be designated as "Class E Stock" and the
number of shares constituting such class shall be 490,000. The sixth class of
stock of the Corporation shall have a par value of $0.01 per share and shall be
designated as "Class F Stock" and the number of shares constituting such class
shall be 100. The seventh class of stock of the Corporation shall have a par
value of $0.01 per share and shall be designated as "Common Stock" and the
number of shares constituting such class shall be 1,111,111. The Class A
Stock, Class B Stock, Class C Stock, Class D Stock, Class E Stock, Class F
Stock and Common Stock are sometimes referred to collectively herein as the
"Stock". The Corporation may, by an amendment to the Certificate of
Incorporation duly adopted, increase or decrease, at any time and from time to
time (but not below the number of shares of Class A Stock, Class B Stock, Class
C Stock, Class D Stock, Class E Stock, Class F Stock or Common Stock then
outstanding), the number of authorized shares of Class A Stock, Class B Stock,
Class C Stock, Class D Stock, Class E Stock, Class F Stock or Common Stock, as
the case may be. Shares of Stock redeemed, purchased or otherwise acquired by
the Corporation pursuant to the terms hereof shall be retired and shall revert
to authorized but

5
<PAGE> 6
unissued Class A Stock, Class B Stock, Class C Stock, Class D Stock, Class E
Stock or Common Stock, as the case may be. Shares of Class F Stock redeemed,
purchased or otherwise acquired, by the Corporation pursuant to the terms
hereof shall be returned and canceled and shall no longer be authorized.

Upon the effectiveness of this Certificate of Incorporation,
all outstanding shares of Common Stock, without par value, of the Corporation
(the only outstanding class or series of capital stock of the Corporation)
shall automatically and without any payment by the Corporation or any action on
the part of the Corporation or any stockholder, be converted into and
constitute 427,836 shares of Class A Stock, 77,164 shares of Class C Stock,
5,000 shares of Class D Stock and 100 shares of Class F Stock. The Corporation
shall issue new certificates representing such new shares upon the receipt by
the Corporation of the certificates representing the shares so converted. All
of said newly issued shares shall be deemed to have been fully paid and
nonassessable to the same extent as the converted shares had been.

3. Restrictions on Transfer.

(a) Except for Transfers to a Permitted Transferee, no
Class D Stockholder shall Transfer any share of Class D Stock owned by such
Class D Stockholder except in accordance with the terms of this Certificate of
Incorporation. Any Transfer or attempt to Transfer any share of Class D Stock
in violation of the terms and conditions of this Certificate of Incorporation
shall be null and void and of no force and effect, the transferee thereof shall
not be deemed to be the registered holder thereof nor entitled to any rights
with respect thereto, and the Corporation shall refuse to Transfer any of such
Class D Stock on its books to such alleged transferee.

(b) Except for a Transfer made pursuant to the Initial
Stock Transfer, no Stockholder shall Transfer any shares of Stock unless such
Transfer complies with the conditions specified in this Section 3(b), which are
intended to ensure compliance with the provisions of the Securities Act. Prior
to any Transfer, (which for the purpose of this sentence and the immediately
following sentence shall exclude a pledge of shares of Series E Stock or any
shares into which they are converted, but shall not exclude a sale of any such
pledged shares by the secured party) the holder of the shares of Stock proposed
to be Transferred shall give written notice to the Corporation of such holder's
intention to effect such Transfer. Each such notice shall describe the manner
and circumstances of the proposed Transfer in sufficient detail, and, if
requested by the Corporation, shall be accompanied by either (i) a written
opinion of legal counsel who is reasonably satisfactory to the Corporation,
addressed to the Corporation and reasonably satisfactory in form and substance
to the Corporation's counsel, to the effect that the proposed Transfer may be
effected without registration under the Securities Act and qualification under
applicable state securities laws, or (ii) a "no action" letter from the SEC to
the effect that the Transfer of such securities without registration under the
Securities Act will not result in a recommendation by the staff of the SEC that
action be taken with respect thereof, or a combination of (i) and (ii) above,
whereupon the holder of such shares of Stock shall be entitled to Transfer such
shares in accordance with the terms of this Certificate and the written notice
delivered by the holder to the Corporation. Each certificate evidencing the
shares of Stock Transferred as above provided shall bear the appropriate
restrictive legend set forth in Section 9,

6
<PAGE> 7
provided that, following the Initial Public Offering, such certificates shall
bear the legend set forth in Section 9 or another legend only if, in the
opinion of counsel to the Corporation, the imposition of such legend is
required under the Securities Act or other applicable law. Any purported
Transfer in violation of this Section 3(b) shall be null and void and of no
force or effect, and the Corporation shall not record any such Transfer on its
stock transfer books. The restrictions on Transfer contained in this Section
3(b) shall not apply to Transfers of shares of Stock (i) in the Initial Public
Offering; or (ii) following the Initial Public Offering, provided that such
Transfer is made in compliance with the Securities Act and applicable state
securities laws and in accordance with any restrictions on transfer contained
in any restrictive legend set forth on the certificates representing such
shares.

(c) No Stockholder shall sell, assign, pledge,
hypothecate, gift or otherwise dispose of any share of Stock, or encumber or
grant any right or interest whatsoever in or with respect to, any share of
Stock, in violation of the Stockholders' Agreement. Any such purported
transfer in violation of the Stockholders' Agreement shall be null and void and
of no force or effect, and the Corporation shall not record any such transfer
on its stock transfer books.

(d) Notwithstanding anything to the contrary in this
Section 3, the shares of Series F Stock are subject to redemption in accordance
with Section 5(f) of this Certificate of Incorporation and may not be
transferred by any Stockholder other than pursuant to such redemption.

4. Tag-Along Rights.

(a) Transfer by Class D Stockholders. If, other than in
connection with the Initial Public Offering, any Class D Stockholder or
Stockholders (for purposes of this Section 4, singularly or collectively, the
"Proposed Transferor"), at any time or from time to time in one transaction or
in a series of transactions, desires to enter into an agreement (whether oral
or written) to Transfer its shares of Class D Stock or any part thereof in a
transaction which is a sale for consideration consisting exclusively of cash to
any Person other than a Permitted Transferee (the "Proposed Transferee"), such
proposed Transfer shall be deemed a "Tag-Along Transfer" and, each of the Class
A and Class C Stockholders (collectively, the "Other Stockholders") shall have
the right, but not the obligation, as a condition to such Tag-Along Transfer,
to have the Proposed Transferee purchase from each such Other Stockholder up to
the number of shares (the "Tag-Along Pro Rata Amount") of Class A or Class C
Stock derived by multiplying the total number of shares of Class A or Class C
Stock exclusive of Non-Redeemable Shares, as the case may be, owned by such
Other Stockholder by a fraction, the numerator of which is equal to the number
of shares of Class D Stock that is proposed to be Transferred by the Proposed
Transferor to the Proposed Transferee (the "Proposed Purchase Amount") and the
denominator of which is the total number of shares of Class D Stock (other than
shares of Class D Stock that have previously been Transferred pursuant to a
Tag-Along Transfer) outstanding as of the Notice Date (as defined in Section
4(b)). All Tag-Along Transfers by Other Stockholders shall be on the same
terms and conditions (with such changes as are necessary to apply such terms
and conditions to a sale by such Other Stockholders) as the proposed Tag-Along
Transfer by the Proposed Transferor, provided that no Other Stockholder may be
required to make any representation or warranty in connection with the
Tag-Along Transfer other than as to its ownership and authority

7
<PAGE> 8
to Transfer the shares of Stock to be Transferred by it, free and clear of any
and all liens and encumbrances (other than under this Certificate of
Incorporation or the Stockholders' Agreement) and in compliance with all
applicable laws.

(b) Transfer Notice. The Proposed Transferor
participating in a Tag-Along Transfer shall at least thirty (30) Business Days
prior to the closing date thereof provide the Corporation and the Other
Stockholders with written notice (the "Transfer Notice") of the proposed
Tag-Along Transfer containing the following:

(i) the name and address of the Proposed
Transferor and the Proposed Transferee;

(ii) the Proposed Purchase Amount;

(iii) the proposed amount to be paid for such
shares of Class D Stock, the terms and conditions of payment offered by the
Proposed Transferee and the closing date for the proposed Tag-Along Transfer;

(iv) the aggregate number of shares of Class A or
Class C Stock, as the case may be, held of record as of the date the Transfer
Notice is sent (the "Notice Date") by the Other Stockholder to whom the notice
is sent;
(v) the aggregate number of shares of Class A or
Class C Stock, as the case may be, held of record as of the Notice Date by all
Other Stockholders as a group;

(vi) the Tag-Along Pro Rata Amount; and

(vii) a statement confirming that the Proposed
Transferee has agreed to (i) the tag- along rights and, (ii) pursuant to
Section 5(c), to purchase the number of shares of Stock redeemed pursuant to
Section 5(a). Upon written request by the Proposed Transferor, the Corporation
shall provide to the Proposed Transferor the information referred to in (iv)
and (v) above for inclusion in the Transfer Notice and such other information
as may be required to enable the Proposed Transferor to comply with the terms
of this Section 4(b).

(c) Tag-Along Notice. Each Other Stockholder desiring to
participate in the proposed Tag-Along Transfer shall provide a written notice
(the "Tag-Along Notice") to the Proposed Transferor on or before the expiration
of ten (10) Business Days after the Notice Date (the "Tag-Along Acceptance
Date") stating the number of shares held by such Other Stockholder (up to its
Tag-Along Pro Rata Amount) to be included in the proposed Tag-Along Transfer on
the terms and conditions specified in the Transfer Notice. The Tag-Along
Notice given by each Other Stockholder shall include and constitute such Other
Stockholder's binding agreement to include a number of shares equal to its
Tag-Along Pro Rata Amount (or such lesser amount as stated in the Tag-Along
Notice) in the Tag-Along Transfer on the terms and conditions specified in the
Transfer Notice and in this Certificate of Incorporation. If the Proposed
Transferee does not purchase all of the shares of Stock of the Proposed
Transferor and the Other Stockholders

8
<PAGE> 9
included in such proposed Tag-Along Transfer, as well as shares to be issued
under Section 5(c) in connection with the Tag-Along Transfer, then the proposed
Tag-Along Transfer to such Proposed Transferee shall be prohibited and any
attempt to consummate the proposed Tag-Along Transfer shall be null and void
and of no force and effect.

(d) Each Proposed Transferor and each Other Stockholder
whose shares are sold in a Tag-Along Transfer shall be required to bear its pro
rata share, based on the number of shares included in such Tag-Along Transfer,
of the expenses of the transaction including, without limitation, legal,
accounting and investment banking fees and expenses, such determination of
expenses to be made in the sole discretion of the Board of Directors of the
Corporation.

(e) The provisions of this Section 4 shall not apply to a
subsequent Transfer of any share of Class D Stock that has previously been the
subject of a completed Tag-Along Transfer which complied with the provisions of
this Section 4.

5. Redemption.

(a) The number of shares of Class A or Class C Stock
equal to the difference between (i) the number of shares included in any
Tag-Along Transfer by the Class A or Class C Stockholder pursuant to Section 4
and (ii) the Tag-Along Pro Rata Amount for each such Class A or Class C Stock
shall be redeemed by the Corporation, to the extent it is lawfully permitted to
do so, out of funds legally available therefor pro rata from each of the Class
A and Class C Stockholders who elected to include in the Tag-Along Transfer a
number of shares of Stock less than the number of shares that constitute their
Tag-Along Pro Rata Amount or any such Stockholders that did not elect to
participate in a Tag- Along Transfer at a redemption price (the "Tag-Along
Redemption Price") for each share of Class A or Class C Stock so redeemed equal
to the per share price paid for the Class D Stock by the Proposed Transferee
less such Other Stockholder's pro rata share, based on the number of shares of
Stock so redeemed from such Other Stockholder, of the expenses of the Tag-Along
Transfer including, without limitation, legal, accounting and investment
banking fees and expenses, such determination of expenses to be made in the
sole discretion of the Board of Directors of the Corporation. The provisions
of this Section 5(a) shall not apply to the Non-Redeemable Shares. Redemption
under this subsection is conditioned upon the contemporaneous purchase by the
Proposed Transferee of the shares issuable under Section 5(c) in connection
with the applicable Tag-Along Transfer.

(b) If the Warrant Holder(s) exercise(s) the Class A
Warrant, the Corporation shall redeem, to the extent it is lawfully permitted
to do so, from the Class A Stockholders, pro rata based on the number of shares
of such Class A Stock then owned by each such Stockholder, out of funds legally
available therefor, a number of shares of Class A Stock equal to the number of
Warrant Shares at a redemption price (the "Warrant Redemption Price") equal to
the par value of each share of Class A Stock so redeemed. The provisions of
this Section 5(b) shall not apply to the Non- Redeemable Shares. If a
redemption pursuant to this Section 5(b) occurs as a result of a Sale of the
Corporation, such redemption shall occur, immediately prior to any redemption
pursuant to Section 5(a) hereof. Redemption under this subsection is
conditioned upon the contemporaneous purchase of the Warrant Shares by the
Warrant Holder(s) pursuant to the Class A Warrant.

9
<PAGE> 10
(c) The shares of Class A and Class C Stock redeemed by
the Corporation pursuant to a Section 5(b) mandatory redemption shall, on the
Redemption Date (as defined in Section 5(d)), be retired and upon such
retirement shall automatically revert to authorized but unissued shares of
Class A or Class C Stock, as relevant, and the Corporation shall, on the
Redemption Date, but immediately after such redemption, issue, to the extent it
is lawfully permitted to do so, to the Warrant Holder(s) a number of shares of
Common Stock equal to the number of Warrant Shares. The shares of Class A or
Class C Stock redeemed by the Corporation pursuant to a Section 5(a) mandatory
redemption pursuant to a Tag-Along Transfer shall, on the Redemption Date, be
retired and upon such retirement shall automatically revert to authorized but
unissued shares of Class A or Class C Stock, as relevant, and the Corporation
shall, on the Redemption Date, but immediately after such redemption, issue, to
the extent it is lawfully permitted to do so, to the Proposed Transferee a
number of shares of Class A or Class C Stock equal to the number of shares of
such classes of Stock so redeemed. Upon any issuance of shares of Class A or
Class C Stock equal to the number of shares of such class of Stock redeemed
pursuant to a Section 5(a) mandatory redemption, the Corporation shall receive
from the Proposed Transferee as the purchase price for such shares an amount
equal to the Tag-Along Redemption Price.

(d) The Corporation shall give to each holder of record
of the shares of Class A or Class C Stock to be redeemed pursuant to the terms
of this Section 5 prior written notice of such redemption not less than two
Business Days prior to the date such shares will be redeemed (the "Redemption
Date") which (i) in the case of a redemption pursuant to Section 5(a) shall be
the closing date of the Tag-Along Transfer and (ii) in the case of a redemption
pursuant to Section 5(b) shall be the Warrant Date. Each such notice shall
state: (A) the Redemption Date; (B) the total number of shares of the Class A
or Class C Stock to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (C) the Tag-Along Redemption Price or the Warrant Redemption Price, as
relevant; and (D) the fact that the certificates for the shares subject to
redemption are to be surrendered in exchange for payment of the Tag-Along
Redemption Price or Warrant Redemption Price, as relevant, at the principal
office of the Corporation or at such other place as the Corporation shall
designate.

(e) On the Redemption Date, the shares of Class A or
Class C Stock required to be redeemed pursuant to the terms of this Section 5
shall be deemed to have been so redeemed, notwithstanding that the certificates
representing such Class A or Class C Stock shall not have been surrendered at
the principal office of the Corporation or such other place as the Corporation
may have designated or that notice from the Corporation shall not have been
given by the Corporation or, if given, shall not have been received by any
holder of Class A or Class C Stock whose shares of Stock are to be so redeemed.
All certificates representing the redeemed shares of Class A or Class C Stock,
including all certificates not so delivered by such Class A or Class C
Stockholders, shall be, or shall be deemed to be, canceled by the Corporation
as of the Redemption Date and shall thereafter no longer be of any force or
effect.

(f) To the fullest extent permitted by law, the
Corporation shall redeem all shares of Class F Stock then outstanding
immediately following the Initial Stock Transfer for a redemption price. The
redemption price, and the consideration to be paid by the Corporation in
satisfaction of such

10
<PAGE> 11
redemption price, shall be the amount set forth in the resolutions adopted by
the Board approving this Certificate of Incorporation. A copy of such
resolutions will be supplied by the Corporation to any stockholder of the
Corporation upon written request made to the Corporation at its registered
office.

6. Conversion.

If the Initial Public Offering or a Sale of the Corporation
(whether pursuant to a Single Transaction Sale or a series of Staggered Sales)
occurs, each issued and outstanding share of Class A, Class B, Class C, Class
D, Class E and Class F Stock, not otherwise redeemed by the Corporation
pursuant to the mandatory redemption provisions of Section 5(a) 5(b) or 5(f)
hereof shall automatically convert into one share of Common Stock effective on
the Redemption Date (or, in the case of an Initial Public Offering in which no
Redemption Date occurs, the IPO Date), but immediately after the redemptions
and issuances described in Section 5 (the "Conversion Date"). Prior to or on
the Conversion Date, each holder of shares of Class A, Class B, Class C, Class
D, Class E or Class F Stock shall surrender such holder's certificates
evidencing such shares at the principal office of the Corporation or at such
other place as the Corporation shall designate to such holder in writing at
least ten (10) Business Days prior to the Conversion Date, and shall, within
ten (10) Business Days after the Conversion Date, be entitled to receive from
the Corporation certificates evidencing the number of shares of Common Stock
into which such shares of Class A, Class B, Class C, Class D, Class E or Class
F Stock are converted. On the Conversion Date, each holder of shares of Class
A, Class B, Class C, Class D, Class E or Class F Stock shall be deemed to be a
holder of record of the Common Stock issuable upon such conversion,
notwithstanding that the certificates representing such Class A, Class B, Class
C, Class D, Class E or Class F Stock shall not have been surrendered at the
principal office of the Corporation or such other place as the Corporation may
have designated, that notice from the Corporation shall not have been given or,
if given, shall not have been received by any holder of shares of Class A,
Class B, Class C, Class D, Class E or Class F Stock, or that certificates
evidencing such shares of Common Stock shall not then be actually delivered to
such holder. All certificates representing the converted shares of Class A,
Class B, Class C, Class D, Class E or Class F Stock, including all certificates
not so delivered by such Class A, Class B, Class C, Class D, Class E or Class F
Stockholders, shall be, or shall be deemed to be, canceled by the Corporation
as of the Conversion Date and shall thereafter no longer be of any force or
effect and the Corporation shall not thereafter issue any such shares of Class
A, Class B, Class C, Class D, Class E or Class F Stock.

7. Voting Rights.

(a) Holders of shares of Class E Stock, Class F and
Common Stock shall be entitled to one vote and holders of Class D Stock shall
be entitled to 102 votes, for each share of such stock held on all matters as
to which stockholders may be entitled to vote pursuant to the Delaware General
Corporation Law ("DGCL").

(b) Holders of Class A, Class B or Class C Stock shall
not have any voting rights, except that the holders of the Class A, Class B and
Class C Stock shall have the right to one vote for each share of such stock
held as to (i) the approval of any amendment, or the

11
<PAGE> 12
alteration or repeal, whether by merger, consolidation or otherwise, of any
provision of this Certificate of Incorporation that would increase or decrease
the par value of the shares of the Class A, Class B or Class C Stock, or alter
or change the powers, preferences, or special rights of the shares of the Class
A, Class B or Class C Stock, so as to affect such holders adversely, provided
that each such holder of Class A, Class B or Class C Stock shall only have the
right to vote on such matters affecting the Class A, Class B or Class C Stock,
as relevant; and (ii) any other matters required under the laws of the State of
Delaware. Unless otherwise required by the terms of this Certificate of
Incorporation, paragraph (2) of subsection (b) of Section 242 of the DGCL shall
not entitle the holder of a share of such Class A, Class B or Class C Stock to
vote on the increase of the number of authorized shares of such class of Stock
or the decrease of the number of authorized but not outstanding shares of such
class of Stock.

8. Liquidation Rights.

(a) Any distribution made upon the liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, shall be allocated pro rata based upon the number of shares of
Stock held by each Stockholder.

(b) None of the sale, transfer, conveyance or lease of
all or substantially all of the property or business of the Corporation, the
merger or consolidation of the Corporation into or with any other corporation
or the merger or consolidation of any other corporation into or with the
Corporation shall be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary, for the purposes of this Section 8.

(c) If the assets of the Corporation or the proceeds
thereof available for distribution to the holders of shares of the Class A,
Class B or Class C Stock upon any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, shall be insufficient to pay in
full all preference amounts to which such holders are entitled, no distribution
shall be made on any shares of the Corporation's Class D, Class E, Class F or
Common Stock.

9. Legend.

(a) All certificates representing shares of Class A Class
C and Class F Stock in the Corporation shall, in addition to other legends that
may be required by state or federal securities laws, bear the following legend:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED
AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE."

"AS SPECIFIED IN THE CERTIFICATE OF INCORPORATION OF THE
CORPORATION, THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION.
THESE SECURITIES ARE SUBJECT TO MANDATORY REDEMPTION BY THE CORPORATION. THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO

12
<PAGE> 13
EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS."

(b) All certificates representing shares of Class B,
Class D and Class E Stock in the Corporation shall, in addition to other
legends that may be required by state or federal securities laws, bear the
following legend:

"AS SPECIFIED IN THE CERTIFICATE OF INCORPORATION OF THE
CORPORATION, THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS."

(c) All certificates representing shares of Common Stock
in the Corporation shall, in addition to other legends that may be required by
state or federal securities laws, bear the following legend:

"THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS."

provided that, as specified in Section 3(b) hereof, following
the Initial Public Offering, such certificates shall bear the first legend set
forth in this Section 9 (c) above or another legend similar to it only if, in
the opinion of counsel to the Corporation, the imposition of such legend is
required under the Securities Act or other applicable law and, to the extent
applicable, the second and third legends.

(d) All certificates representing shares of Stock shall
bear such additional legends as may be required pursuant to the Stockholders'
Agreement.

13
<PAGE> 14
10. Record Holders. The Corporation shall be entitled to
recognize the exclusive right of a person registered in its records as the
holder of shares of Class A, Class B, Class C, Class D, Class E or Common Stock
and such record holders shall be deemed the holders of such shares for all
purposes.

ARTICLE V -- MANAGEMENT OF BUSINESS AND AFFAIRS

For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of Directors shall
be fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have the
same meaning, to wit, the total number of directors which the Corporation would
have if there were no vacancies. No election of directors need be by written
ballot.

2. After the original or other Bylaws of the Corporation
have been adopted, amended, or repealed, as the case may be, in accordance with
the provisions of Section 109 of the DGLC, and, after the Corporation has
received any payment for any of its stock, the power to adopt, amend, or repeal
the Bylaws of the Corporation may be exercised by the Board of Directors of the
Corporation.

ARTICLE VI -- DIRECTOR LIABILITY

No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that (except as set forth below) this Article does
not eliminate or limit any such liability imposed by law: (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the DGCL hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be further eliminated or limited pursuant to this Article
to the fullest extent permitted by the DGCL as so amended. Unless applicable
law requires otherwise, any repeal of this Article by the stockholders of the
Corporation, and any modification to this Article (other than one further
eliminating or limiting director personal liability) shall be prospective only
and shall not adversely affect any elimination of, or limitation on, the
personal liability of a director of the Corporation existing at the time of
such repeal or modification.

14
<PAGE> 15
ARTICLE VII -- INDEMNIFICATION

Section 1. Indemnification. To the fullest extent from time to
time permitted by Section 145 of the DGCL, the Corporation shall indemnify each
Authorized Representative who was or is a party or who was or is threatened to
be made a party to or is otherwise involved in any threatened, pending or
completed action, suit or proceeding (including, without limitation, one by or
in the right of the Corporation to procure a judgment in its favor), whether
civil, criminal, administrative or investigative (hereinafter a "Proceeding"),
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust, limited liability company or other enterprise, including
service with respect to employee benefit plans, from and against any and all
expenses (including, without limitation, attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such Authorized
Representative or on such Authorized Representative's behalf in connection with
such Proceeding. The Corporation shall make such indemnification to the
Authorized Representative within 30 days after receipt by the Corporation of
the written request of the Authorized Representative for such indemnification
unless, within that time, the Corporation (by resolution of its directors or
stockholders or the written opinion of its counsel) has determined that the
Authorized Representative is not entitled to such indemnification.

Section 2. Advancement of Expenses. Expenses (including
attorneys' fees) incurred by an Authorized Representative or on such Authorized
Representative's behalf in defending any such Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding, within 10
days after receipt by the Corporation of the written request of the Authorized
Representative for such advance. The Corporation may condition such advance
upon the receipt of the written undertaking of such Authorized Representative
or on such Authorized Representative's behalf to repay such amount if it shall
ultimately be determined that the Authorized Representative is not entitled to
be indemnified by the Corporation. Such undertaking shall not be required to
be guarantied by any other person or collateralized, and shall be accepted by
the Corporation without regard to the financial ability of the person providing
such undertaking to make such repayment.

Section 3. Presumptions. For all purposes of this Article and
to the fullest extent permitted by applicable law, there shall be a rebuttable
presumption in favor of the Authorized Representative that all requested
indemnifications and advancements of expenses are reasonable and that all
conditions to indemnification or expense advancements, whether required under
this Article or the DGCL, have been satisfied.

Section 4. Definitions, Etc. As used in this Article,
"Authorized Representative" means, collectively: (i) any person who is or was
an officer or director of the Corporation; and (ii) any other person who may be
designated by the Board from time to time as an "authorized representative" for
purposes of this Article. The provisions of Section 145(h), (i) and (j) of the
DGCL shall apply to this Article.

Section 5. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another

15
<PAGE> 16
corporation, partnership, joint venture, trust, limited liability company or
other enterprise against expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL or this Article.

Section 6. Article Not Exclusive. The rights to indemnification
and to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any Authorized Representative may have or
hereafter acquire under any statute, this Certificate of Incorporation, any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Nothing in this Article shall affect the right of the Corporation
to grant rights of indemnification, and the advancement of expenses, to any
other person or in any other circumstance.

Section 7. Reliance. Each Authorized Representative shall be
deemed to have acted in reliance upon the rights to indemnification and
advancement of expenses established in this Article. Unless applicable law
requires otherwise, any repeal or modification of this Article (other than a
modification expanding the right to indemnification and expense advancement in
favor of Authorized Representatives) shall be prospective only and shall not
adversely affect any right or benefit of an Authorized Representative to
indemnification or expense advancement at the time of such repeal or
modification.

Section 8. Severability. If any portion of this Article
shall be held to be illegal, invalid or otherwise unenforceable by any court
having appropriate jurisdiction, then the Corporation nevertheless shall
indemnify and advance expenses to each Authorized Representative to the fullest
extent permitted by the applicable portions of this Article not so held to be
illegal, invalid, unenforceable, and otherwise to the fullest extent permitted
by law.

ARTICLE VIII -- AMENDMENTS

From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the Corporation by
this certificate of incorporation are granted subject to the provisions of this
Article.

16
<PAGE> 17
IN WITNESS WHEREOF, this Restated Certificate of
Incorporation, which restates, integrates and amends the provisions of the
Certificate of Incorporation of the Corporation, as heretofore in effect, and
which has been duly adopted in accordance with the provisions of Section 242
and 245 of the General Corporation Law of the State of Delaware, has been
executed by its duly authorized officer this 29th day of October, 1996.

CSK GROUP, LTD.

By:
-------------------------------------
Name: James Bazlen
Title: President

<PAGE> 1
EXHIBIT 3.02

CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CSK GROUP, LTD.

(Originally incorporated under the name NR Holdings, Inc. on July 12, 1993)

CSK GROUP, LTD. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation duly adopted
resolutions setting forth proposed amendments of the Restated Certificate of
Incorporation of said Corporation, declaring said amendment to be advisable and
submitting said amendments to the vote of the stockholders of the Corporation.
The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that the Restated Certificate of Incorporation of
this Corporation, dated October 30, 1996, be amended by changing
Article IV, Section 2 so that, as amended in its entirety, said
Section shall be and read as follows:

2. Designation and Number. The total number of shares
of all classes of stock which the Corporation shall have authority to
issue is 2,435,940. There shall be seven classes of stock of the
Corporation. The first class of stock of the Corporation shall have a
par value of $0.01 per share and shall be designated as "Class A
Stock" and the number of shares constituting such class shall be
427,836. The second class of stock of the Corporation shall have a
par value of $0.01 per share and shall be designated as "Class B
Stock" and the number of shares constituting such class shall be
111,111. The third class of stock of the Corporation shall have a par
value of $0.01 per share and shall be designated as "Class C Stock"
and the number of shares constituting such class shall be 131,662.
The fourth class of stock of the Corporation shall have a par value of
$0.01 per share and shall be designated as "Class D Stock" and the
number of shares constituting such class shall be 5,000. The fifth
class of stock of the Corporation shall have a par value of $0.01 per
share and shall be designated as "Class E Stock" and the number of
shares constituting such class shall be 542,361. The sixth class of
stock of the Corporation shall have a par value of $0.01 per share and
shall be designated as "Class F Stock" and the number of shares
constituting such class shall be 0. The seventh class of stock of the
Corporation shall have a par value of $0.01 per share and shall be
designated as "Common Stock" and the number of shares constituting
such class shall be 1,217,970. The Class A Stock, Class B Stock,
Class C Stock, Class D Stock, Class E Stock, Class F Stock, and Common
Stock are sometimes referred to collectively herein as the "Stock".
The

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
<PAGE> 2
Corporation may, by an amendment to the Certificate of Incorporation
duly adopted, increase or decrease, at any time and from time to time
(but not below the number of shares of Class A Stock, Class B Stock,
Class C Stock, Class D Stock, Class E Stock, Class F Stock, or Common
Stock then outstanding), the number of authorized shares of Class A
Stock, Class B Stock, Class C Stock, Class D Stock, Class E Stock,
Class F Stock, or Common Stock, as the case may be. Shares of Stock
redeemed, purchased or otherwise acquired by the Corporation pursuant
to the terms hereof shall be retired and shall revert to authorized
but unissued Class A Stock, Class B Stock, Class C Stock, Class D
Stock, Class E Stock, Class F Stock, or Common Stock, as the case may
be, except that shares of Class A Stock, Class B Stock, Class C Stock,
Class D Stock, Class E Stock, or Class F Stock which are converted
into Common Stock pursuant to Section 6 hereof shall be treated as
provided therein. Shares of Class F Stock redeemed, purchased or
otherwise acquired, by the Corporation pursuant to the terms hereof
shall be returned and canceled and shall no longer be authorized.

RESOLVED, that the Restated Certificate of Incorporation of
this Corporation, dated October 30, 1996, be amended by changing
Article IV, Section 7(a) so that, as amended in its entirety, said
Section shall be and read as follows:

(a) Holders of shares of Class E Stock, Class F Stock and
Common Stock shall be entitled to one vote, and holders of Class D
Stock shall be entitled to 112.9 votes, for each share of such stock
held on all matters as to which stockholders may be entitled to vote
pursuant to the Delaware General Corporation Law ("DGCL").

SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the proposed amendments were submitted to the stockholders of the
Corporation and the stockholders entitled to vote thereon approved the proposed
amendments by a unanimous written consent in accordance with the General
Corporation Law of the State of Delaware.

THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be executed by its
duly authorized officer this ___ day of December, 1997.

CSK GROUP, LTD.

By: /s/ James G. Bazlen
-----------------------------------
Name James G. Bazlen
----------------------------------
Title: President
--------------------------------

CERTIFICATE OF AMENDMENT OF THE 2
CERTIFICATE OF INCORPORATION

<PAGE> 1
EXHIBIT 3.03

CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CSK GROUP, LTD.

(Originally incorporated under the name NR Holdings, Inc. on July 12, 1993)

CSK GROUP, LTD. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

DOES HEREBY CERTIFY:

RESOLVED, that the Restated Certificate of Incorporation of
the Corporation, dated October 30, 1996, as amended, be amended by
changing Article I, so that, as amended in its entirety, said Article
shall be and read as follows:

The name of the corporation (hereinafter called the
"Corporation") is CSK AUTO CORPORATION.

THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be executed by its
duly authorized officer this 19th day of December, 1997.

CSK GROUP, LTD.

By: /s/ James G. Bazlen
-----------------------------------
Name James G. Bazlen
-----------------------------------
Title: President
--------------------------------

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION

<PAGE> 1
EXHIBIT 3.05

AMENDED AND RESTATED

BY - LAWS

-of-

CSK GROUP, LTD.

(A Delaware Corporation)

(As adopted by the Stockholder of the Corporation as of
October 29, 1996)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
Corporation shall be at 1013 Centre Road, City of Wilmington, County of Castle,
State of Delaware, and the name of the registered agent in charge thereof shall
be The Prentice-Hall Corporation System, Inc.

Section 2. Other Offices. The Corporation may also have
offices at such other places within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II

STOCKHOLDER MEETINGS

Section 1. Annual Meeting. The annual meeting of stockholders
of the Corporation shall be held on the date and at the time fixed, from time
to time, by the directors, provided, that the first annual meeting shall be
held on a date within thirteen months after the organization of the
Corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting, for the purpose
of electing directors and for the transaction of such other business as may
properly be brought before the meeting.

If the election of directors shall not be held on the day
designated for the annual meeting or at any adjournment thereof, the Board of
Directors shall cause such election to be held at a special meeting of
stockholders as soon thereafter as convenient. At such meeting the stockholders
may elect directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

Section 2. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, shall be held whenever called by the
Board of Directors, either by written instrument or by the vote of a majority,
and shall be called whenever stockholders owning one-fourth of the

<PAGE> 2

capital stock issued and outstanding shall, in writing, make application
therefor to the President, stating the object of such meeting.

Section 3. Place and Time. Annual meetings and special
meetings shall be held at such place, within or without the State of Delaware,
and such time as the Board of Directors may, from time to time, fix. Whenever
the Board of Directors or the officer of the Corporation calling a meeting
shall fail to fix such place or time, the meeting shall be held at the
registered office of the Corporation in the State of Delaware at four o'clock
in the afternoon.

Section 4. Notice. Notice of all meetings shall be in writing
and shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called and to
which its business will be limited. The notice for a special meeting shall also
indicate that it is being issued by or at the direction of the person or
persons calling the meeting. A copy of the notice of any meeting shall be
given, personally or by mail, not less than 10 days nor more than 60 days
before the date of the meeting, to each stockholder entitled thereto. If
mailed, such notice shall be deemed given when deposited in a United States
post office or letter box with first class postage thereon prepaid, directed to
the stockholder at his record address or at such other address for the mailing
of notices as he may have furnished in writing to the Secretary of the
Corporation. Notice of a meeting need not be given to any stockholder who
attends such meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, or who submits a
signed waiver of notice in person or by proxy, before or after the meeting.

Section 5. Adjourned Meeting. No notice need be given of any
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, except that if the adjournment is for more than
30 days, or if a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record on the new
record date entitled thereto. At any adjourned meeting, the Corporation may
transact any business which might have been transacted on the original date of
the meeting.

Section 6. Conduct of Meetings. Meetings of the stockholders
shall be presided over by the Chairman of the Board, if any, or, in his
absence, by the President, if present, or, in the absence of both, by a Vice
President or, if none of the foregoing is in office and present and acting, by
a chairman to be chosen by the stockholders. The Secretary of the Corporation,
or in his absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present,
the chairman of the meeting shall appoint a Secretary of the meeting. The order
of business at all meetings of the stockholders shall be determined by the
chairman of the meeting.

Section 7. Appointment of Inspectors. The Board of Directors,
in advance of any meeting, may, but need not, appoint one or more inspectors,
who need not be stockholders, to act at the meeting or any adjournment thereof.
If an inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In case any person
who may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the

2
<PAGE> 3

duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting or any
stockholder, the inspector or inspectors, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.

Section 8. List of Stockholders. The Secretary or such other
officer of the Corporation having charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a place
within the city or other municipality or community where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

Section 9. Quorum. Except as otherwise provided by statute or
by the Certificate of Incorporation, the presence, in person or by proxy, of
the holders of a majority of the issued and outstanding shares of stock of the
Corporation entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any
stockholders. The stockholders present may adjourn a meeting despite the
absence of a quorum.

Section 10. Proxy Representation. Any stockholder may
authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of
any meeting, voting or participating at a meeting, or expressing consent or
dissent without a meeting. Every proxy must be signed by the stockholder or by
his attorney-in-fact. No proxy shall be voted or acted upon after three years
from its date unless such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and, if, and
only as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

Section 11. Voting. Except as otherwise provided by statute
or by the Certificate of Incorporation, each holder of record of shares of
stock of the Corporation having voting rights shall be entitled at each meeting
of stockholders to one vote for each share of stock of the Corporation standing
in his name on the records of the Corporation on the date fixed as the record
date for the determination of the stockholders entitled to notice of and to
vote at such

3
<PAGE> 4
meeting. Except as otherwise provided herein, by statute, or by the Certificate
of Incorporation, any corporate action (including the election of directors) to
be taken by vote of the stockholders shall require the approval of the holders
of a majority of the issued and outstanding shares of stock of the Corporation
entitled to vote on such action. No vote need be by ballot, but in case of a
vote by ballot, each ballot shall be signed by the voting stockholder or his
proxy and shall state the number of shares of stock voted.

Section 12. Stockholder Action Without Meeting. Any action
required by the General Corporation Law to be taken at any annual or special
meeting of stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. Powers. Qualifications and Number. The property,
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors of the Corporation, except as may be
otherwise provided by statute or the Certificate of Incorporation. A director
need not be a stockholder, a citizen of the United States, or a resident of the
State of Delaware. The number of directors constituting the entire Board of
Directors shall, upon the effectiveness of these Amended and Restated By-Laws,
be set at nine directors. No decrease in the number of directors shall became
effective until the next annual meeting of stockholders if its effectiveness
would shorten the term of any incumbent director.

Section 2. Election. Term and Vacancies. The initial
directors shall be elected by the incorporator and shall hold office until the
first annual meeting of stockholders and until their respective successors have
been elected and qualified or until their earlier resignation or removal.
Thereafter, except as otherwise provided by statute or by the Certificate of
Incorporation, directors shall be elected at each annual meeting of
stockholders. Such directors and directors who are elected in the interim prior
to such a meeting to fill newly created directorships shall hold office until
the next annual meeting of stockholders and until their respective successors
have been elected and qualified or until their earlier resignation or removal.
In the interim prior to a meeting of stockholders for the election of
directors, newly created directorships and any vacancies in the Board of
Directors, including vacancies resulting from the removal of directors, may be
filled only by the vote of a majority of the directors that the Corporation
would have if there were no vacancies.

Section 3. Resignation and Removal. Any director may resign
at any time by giving written notice of his resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time is
specified, immediately upon receipt; unless otherwise specified therein, the

4
<PAGE> 5
acceptance of such resignation shall not be necessary to make it effective. Any
or all of the directors may be removed with or without cause by the
stockholders at a special meeting therefor and, except as otherwise provided by
statute or by the Certificate of Incorporation, may be removed for cause by the
Board of Directors.

Section 4. Executive Committee. Whenever there shall be more
than three directors, the Board of Directors may, by resolution adapted by a
majority of the directors that the Corporation would have if there were no
vacancies, designate from among its members three or more directors to
constitute an Executive Committee that, to the extent conferred by the
resolution designating it and except as otherwise provided by statute, shall
have and may exercise all the authority of the Board of Directors. Whenever the
Board of Directors is not in session or whenever a quorum fails to attend any
regular, stated or special meeting of the Board of Directors, such committee
shall advise and aid the officers of the Corporation in all matters concerning
the management of its business and affairs and generally, except as limited
above, perform such duties and exercise such powers as may be performed and
exercised by the Board of Directors from time to time, including the power to
authorize the seal of the Corporation to be affixed to all papers that may
require it. Unless the Board of Directors shall provide otherwise, a majority
of the members of the Executive Committee may fix the time and place of and
shall constitute a quorum for transaction of business at any meeting of such
committee, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. The Executive
Committee shall keep written minutes of its proceedings, reporting such minutes
to the Board of Directors, and may make rules for the conduct of its business
and appoint any subcommittees and assistants it considers necessary. The Board
of Directors shall have the power at any time to fill vacancies in, change the
membership of or dissolve such committees each on a majority vote.

Section 5. Other Committees. The Board of Directors may, by
resolution adopted by a majority of the directors that the Corporation would
have if there were no vacancies, designate from among its members two or more
directors to constitute committees, other than the Executive Committee, which
committees, to the extent conferred by the resolutions designating such
committees and except as otherwise provided by statute, shall have and may
exercise the authority of the Board of Directors. Unless the Board of Directors
shall provide otherwise, a majority of the members of any such committee may
fix the time and place of its meetings and determine its action. The Board of
Directors shall have the power at any time to fill vacancies in, change the
membership of, or dissolve any such committee. Nothing herein shall be deemed
to prevent the Board of Directors from appointing committees consisting in
whole or in part of persons who are not directors of the Corporation, provided,
however, that no such committee shall have or may exercise any authority of the
Board of Directors.

Section 6. Compensation of Directors. The Board of directors
shall have authority to fix the compensation of directors for services to the
Corporation in any capacity, including a fixed sum and reimbursement of
expenses for attendance at meetings of the Board of Directors and committees
thereof. Nothing herein contained shall be construed to preclude any director
from serving the Corporation, its subsidiaries or affiliates in any capacity
and receiving compensation therefor.

5
<PAGE> 6

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Place. Time. Call and Notice. Meetings of the
Board of Directors shall be held at such time and at such place, within or
without the State of Delaware, as the Board of Directors may from time to time
fix or as shall be specified in the notice of any such meeting, except that the
first meeting of a newly elected Board of Directors for the election or
appointment of officers and the transaction of other business shall be held as
soon after its election as the directors may conveniently assemble and, if
possible, at the place at which the annual meeting of stockholders which
elected them was held. No call or notice shall be required for regular or
stated meetings for which the time and place have been fixed, and no notice
shall be required for any first meeting of a newly elected Board of Directors
which is held immediately following an annual meeting of stockholders at the
same place as such meeting. If any day fixed for a regular or stated meeting
shall be a legal holiday at the place where the meeting is to be held, such
meeting shall be held at the scheduled hour on the next business day not a
legal holiday. Special meetings may be called by or at the direction of the
Chairman of the Board, the President or a majority of the directors of the
Corporation, and notice of the time and place thereof and of any first meeting
of a newly elected Board of Directors which is not held immediately following
an annual meeting of stockholders at the same place as such meeting shall be
given by the Secretary of the Corporation to each director by mail, depositing
such notice in a sealed wrapper addressed to such director in a United States
post office or letter box, with first-class postage thereon prepaid, at least
two days before the day on which such meeting is to be held, or by telegraph,
cable or wireless addressed to such director or delivered to him personally or
by telephone at least 24 hours before the time at which such meeting is to be
held. The notice of any meeting need not specify the purpose thereof. Any
requirement of furnishing a notice shall be waived by any director who submits
a signed waiver of notice before or after the meeting or who attends the
meeting without protesting, prior thereto or at its commencement, that such
meeting is not lawfully called or convened.

Section 2. Quorum and Action. A majority of the directors
which Corporation would have if there were no vacancies shall constitute a
quorum, except that when a vacancy or vacancies prevent such a majority, a
majority of the directors then in office shall constitute a quorum provided
such majority shall constitute at least one-third of the directors which the
Corporation would have if there were no vacancies. A majority of the directors
present, whether or not a quorum, may adjourn a meeting to another time and
place. Notice of any such adjournment shall be given to any directors who were
not present and, unless announced at the meeting, to the other directors. At
any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting originally
scheduled. The vote of a majority of the directors which the Corporation would
have if there were no vacancies shall be the act of the Board of Directors as
to all matters.

Section 3. Conduct of Meetings. The Chairman of the Board, if
any and if present, shall preside at all meetings. Otherwise, the President or
any other director chosen by the Board of Directors shall preside. The
Secretary of the Corporation, if a director and present, shall

6
<PAGE> 7

act as secretary of the meeting and keep the minutes thereof. Otherwise, a
director appointed by the chairman of the meeting shall act as secretary and
keep the minutes thereof.

Section 4. Informal Action. Any member or members of the
Board of Directors or of any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee.

ARTICLE V

INDEMNIFICATION

Section 1. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceed, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contender or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly

7
<PAGE> 8

and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

Section 3. To the extent that any person described in
Sections 1 and 2 of this Article V has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense or any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

Section 4. Any indemnification under Sections 1 and 2 of this
Article V (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
any person described in said Sections is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Sections. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the Corporation.

Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the manner provided for in Section 4 of the Article V upon
receipt of an undertaking by or on behalf of any person described in said
Section to repay such amount unless it shall ultimately be determined that he
is entitled to indemnification by the corporation as authorized in this Article
V.

Section 6. The indemnification provided by this Article V
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent of the
corporation, and shall inure to the benefit of the heirs, executors and
administrators of such a person.

ARTICLE VI

OFFICERS

Section 1. Number. Election and Vacancies. The Board of
Directors at its first meeting after the election of directors in each year
shall elect or appoint a President, a Secretary and a Treasurer and may elect
or appoint a Chairman of the Board and one or more Vice Presidents. The Board
of Directors may at any time and from time to time elect or appoint a
Controller and such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers, Assistant Controllers and other officers, agents and employees as
it may deem desirable. Any number of offices may be held by the same person.
The election or appointment of an officer shall not of itself create any
contract rights. A vacancy in any office may be filled for the unexpired term
by the Board of Directors at any meeting.

8
<PAGE> 9

Section 2. Term of Office, Resignation and Removal. Unless
otherwise prescribed by the Board of Directors, each officer of the Corporation
shall hold office until the meeting of the Board Directors following the next
annual meeting of stockholders and until his successor has been elected and
qualified or until his earlier resignation or removal. Any officer may resign
at any time by giving written notice of his resignation to the Board of
Directors, the Chairman of the Board, if any, the President or the Secretary.
Any such resignation shall take effect at the time specified therein or, if no
time is specified, immediately upon receipt; unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. Any officer may be removed by the Board of Directors with cause or
without cause.

Section 3. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to post a bond or give other
security for the faithful performance of his duties.

Section 4. Chairman of the Board. The Chairman of the Board
shall be the chief executive officer of the Corporation and shall have the
general and active management of the business of the Corporation and general
and active supervision and direction over the other officers, agents and
employees and shall see that their duties are properly performed. He shall, if
present, preside at each meeting of the stockholders and of the Board and shall
be an ex officio member of all committees of the Board. He shall perform all
duties incident to the office of the Chairman of the Board or chief executive
officer and such other duties as may from time to time be assigned to him by
the Board.

Section 5. President. The President shall be the chief
operating officer of the Corporation and in the absence or non-election of the
Chairman of the Board, the chief executive officer, and subject to the control
of the Board of Directors, shall direct the business and affairs of the
Corporation.

Section 6. Vice Presidents. Each Vice President shall have
such designation as the Board of Directors may determine and such designation
as the Board of Directors may determine and such powers and duties as the Board
of Directors or, subject to the control of the Board of Directors, as the
President may from time to time assign to him.

Section 7. Secretary. The Secretary shall, if present, act as
the secretary of and keep the minutes of all meetings and actions in writing of
the stockholders and, if a director, of the Board of Directors, and shall be
responsible for the giving of notice of all meetings of the stockholders and of
the Board of Directors. He shall be custodian of the seal of the Corporation,
which he shall affix to any instrument requiring it whose execution has been
authorized, and of the corporate records (except accounting records), and shall
have such other powers and duties as generally pertain to his office and as the
Board of Directors or, subject to the control of the Board of Directors, as the
Chairman of the Board, if any, or the President may from time to time assign to
him.

Section 8. Treasurer. The Treasurer, subject to the direction
of the Board of Directors, shall have charge of the funds, securities, receipts
and disbursements of the Corporation. He shall keep full and accurate accounts
of such receipts and disbursements, shall

9
<PAGE> 10
be responsible for deposits in and withdrawals from the depositories of the
Corporation, shall disburse the funds of the Corporation as directed by the
Board of Directors or, subject to the control of the Board of Directors, the
Chairman of the Board, if any, or the President, shall render an account of the
financial condition of the corporation and of his transactions as Treasurer
whenever requested by the Board of Directors, the Chairman of the Board, if
any, or the President, and shall have such other powers and duties as generally
pertain to his office and as the Board of Directors or, subject to the control
of the Board of Directors, the Chairman of the Board, if any, or the President
may from time to time assign to him.

Section 9. Other Officers; Absence and Disability. The other
officers of the corporation shall have such powers and duties as generally
pertain to their respective offices and as the Board of Directors or, subject
to the control of the Board of Directors, the Chairman of the Board, if any, or
the President may from time to time assign to them. The Assistant Vice
Presidents, the Assistant Secretaries, the Assistant Treasurers and the
Assistant Controllers, if any, shall, in the order of their respective
seniorities, in case of the absence or disability of a Vice President, the
Secretary, the Treasurer or the Controller, respectively, perform the duties of
such officer and have such powers and other duties as the Board of Directors or
the Chairman of the Board, if any, or President may from time to time
prescribe. In case of the absence or disability of any officer of the
Corporation and of any person herein authorized to act in his place, the Board
of Directors may from time to time delegate the powers and duties of such
officer to any other officer or any person whom it may select.

Section 10. Compensation of Officers. The Board of Directors
shall have authority to fix the salary and other compensation, if any, of any
officer of the Corporation or to appoint a committee for such purpose. Nothing
herein contained shall be construed to preclude any officer from receiving a
salary or other compensation by reason of the fact that he is also a director
of the Corporation, but any such officer who is also a director shall not have
any vote in the determination of the salary or other compensation to be paid to
him.

ARTICLE VII

CORPORATE RECORDS; BANK ACCOUNTS

Section 1. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on or be in the form of punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled by statute to
inspect the same.

Section 2. Examination of Books by Stockholders. The books,
accounts and records of the Corporation may be kept at such place or places as
the Board of Directors may from time to time determine. The Board of Directors
shall determine whether and to what extent the books, accounts and records of
the Corporation, or any of them, shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any book,
account

10
<PAGE> 11
or record of the Corporation except as provided by statute or by resolution of
the Board of Directors.

Section 3. Bank Accounts. The Board of Directors may from
time to time authorize the opening and maintenance of general and special bank
accounts with such banks, trust companies or other depositories as the Board of
Directors may designate or as may be designated by any officers of the
Corporation to whom such power of designation may from time to time be
delegated by the Board of Directors. The Board of Directors may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these By-Laws, as it may deem expedient.

ARTICLE VIII

SHARES OF STOCK

Section 1. Certificates Representing Stock. Every holder of
stock in the Corporation shall be entitled to have a certificate signed, or in
the name of the Corporation, by the Chairman of the Board of Directors, if any,
or by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation. Any and all
signatures on any such certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or registration
of transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

The Corporation may issue a new certificate of stock in place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the owner of any lost,
stolen, or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new
certificate.

Section 2. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if
any, transfers or registration of transfers of shares of stock of the
Corporation shall be made only on the stock ledger of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with
a transfer agent or a registrar, if

11
<PAGE> 12

any, and on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

Section 3. Record Date For Stockholders. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the directors may fix, in
advance, a record date, which shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at any meeting of stockholders shall apply to any
adjournment of the meeting provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 4. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
whose respective duties shall be defined by the Board of Directors. The duties
of transfer agent and registrar may be combined. No certificate for shares of
stock shall be valid unless countersigned by a transfer agent, if the
Corporation has a transfer agent, or by a registrar, if the Corporation has a
registrar. The signature of a transfer agent or a registrar may be a facsimile.

ARTICLE IX

CORPORATE SEAL

The corporate seal, if any, shall be in such form as the
Board of Directors shall prescribe. The corporate seal on any corporate bond or
other obligation for the payment of money may be a facsimile, engraved or
printed.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year
or such other fiscal year as the Board of Directors may from time to time fix.

12
<PAGE> 13
ARTICLE XI

VOTING OF SHARES OF STOCK IN OTHER CORPORATIONS

Shares of stock in other corporations which are held by the
Corporation shall be voted by the Chairman or President (or in their absence,
Vice President) of the Corporation, or by a proxy or proxies appointed by one
of them, provided, however, that the Board of Directors may in its discretion
appoint some other person to vote such shares of stock.

ARTICLE XII

AMENDMENT OF BY-LAWS

The power to amend, alter and repeal these By-Laws and to
adopt new By-Laws shall be vested in the Board of Directors, provided that the
Board of Directors may delegate such power, in whole or in part, to the
stockholders, and further provided that any By-Laws which provides for the
election of directors by classes for staggered terms shall be adopted by the
stockholders.

<PAGE> 1
EXHIBIT 4.01

================================================================================

CSK GROUP, LTD.
TO
TRANSATLANTIC FINANCE, LTD.
TRUSTEE

----------------------------

INDENTURE
DATED AS OF OCTOBER 30, 1996

----------------------------

$10,000,000
12% SUBORDINATED SERIES A NOTES DUE OCTOBER 31, 2008

================================================================================

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.02. Compliance Certificate and Opinions. . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 1.03. Form of Documents Delivered to Trustee. . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 1.04. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 1.05. Notices, Etc., to Trustee and Company. . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 1.06. Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 1.07. Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . 13

SECTION 1.08. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 1.09. Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 1.10. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.11. GOVERNING LAW; JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.12. Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.13. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.14. Pari Passu Payments to Series B Notes . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE TWO - THE SERIES A NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 2.01. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 2.02. Title and Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

i
CSK Group, Ltd. Series A Indenture
<PAGE> 3
<TABLE>
<S> <C>
SECTION 2.03. Date and Denomination of Series A Notes; Interest;
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 2.04. Execution, Authentication and Delivery. . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 2.05. Temporary Series A Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 2.06. Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . 18

SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Series A Notes. . . . . . . . . . . . . . . . 20

SECTION 2.08. Payment of Interest; Interest Rights Preserved. . . . . . . . . . . . . . . . . . . 20

SECTION 2.09. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 2.10. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE THREE - SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 3.01. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . . . . . 22

SECTION 3.02. Application of Trust Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE FOUR - REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4.02. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . . . . . 26

SECTION 4.03. Collection of Indebtedness and Suits for
Enforcement by the Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 4.04. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 4.05. Trustee May Enforce Claims Without Possession
of Series A Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 4.06. Application of Funds Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 4.07. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 4.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

SECTION 4.09. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

ii
CSK Group, Ltd. Series A Indenture
<PAGE> 4
<TABLE>
<S> <C>
SECTION 4.10. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 4.11. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 4.12. Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 4.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 4.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 4.15. Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE FIVE - THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 5.01. Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 5.02. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 5.03. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 5.04. Not Responsible for Recitals or Issuance of Series A Notes. . . . . . . . . . . . . 34

SECTION 5.05. May Hold Series A Notes; Paying Agent; Other
Individual Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 5.06. Funds Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 5.07. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 5.08. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . . . . . 35

SECTION 5.09. Resignation and Removal; Appointment of a Successor. . . . . . . . . . . . . . . . 35

SECTION 5.10. Acceptance of Appointment by Successor Trustee. . . . . . . . . . . . . . . . . . . 36

SECTION 5.11. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 5.12. Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE SIX - HOLDERS' LISTS AND REPORTS BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 6.01. Company to Furnish Trustee Names and
Addresses of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 6.02. Preservation of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

iii
CSK Group, Ltd. Series A Indenture
<PAGE> 5
<TABLE>
<S> <C>
SECTION 6.03. Reports by the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE SEVEN - CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 7.01. Company May Not Consolidate, Etc., on Certain Terms. . . . . . . . . . . . . . . . 40

SECTION 7.02. Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE EIGHT - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 8.01. Supplemental Indentures Without Consent of Holders. . . . . . . . . . . . . . . . . 41

SECTION 8.02. Supplemental Indentures With Consent of Holders. . . . . . . . . . . . . . . . . . 42

SECTION 8.03. Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 8.04. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 8.05. Reference in Series A Notes to Supplemental Indentures. . . . . . . . . . . . . . . 43

ARTICLE NINE - COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 9.01. Payment of Principal, Premium, if any, and Interest. . . . . . . . . . . . . . . . 43

SECTION 9.02. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 9.03. Funds for Series A Note Payments to Be Held in Trust. . . . . . . . . . . . . . . . 44

SECTION 9.04. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 9.05. Maintenance of Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 9.06. Payment of Taxes and Other Claims. . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 9.07. Provision of Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 9.08. Waiver of Usury Defense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 9.09. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 9.10. Statement by Officers as to Default. . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 9.11. Limitation on Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

iv
CSK Group, Ltd. Series A Indenture
<PAGE> 6
<TABLE>
<S> <C>
SECTION 9.12. Limitation on the Payment of Dividends and
Purchase of Stock and Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 9.13. Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE TEN - REDEMPTION OF SERIES A NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 10.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 10.02. Optional Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 10.03. Election to Redeem. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 10.04. Selection by Company of Series A Notes to be Redeemed. 51

SECTION 10.05. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 10.06. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 10.07. Series A Notes Payable on Redemption Date. . . . . . . . . . . . . . . . . . . . . 53

SECTION 10.08. Notes Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE ELEVEN - SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 11.01. Agreement of Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 11.02. Payments to Holders of Series A Notes. . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 11.03. Pari Passu Status with Series B Notes . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 11.04. Subrogation of Series A Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 11.05. Authorization by Holders of Series A Notes. . . . . . . . . . . . . . . . . . . . 57

SECTION 11.06. Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

SECTION 11.07. Trustee's Relation to Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . 58

SECTION 11.08. No Impairment of Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 11.09. Article Eleven Not to Prevent Events of Default. . . . . . . . . . . . . . . . . . 59

SECTION 11.10. Continuing Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 11.11. Individual Rights of Senior Lenders. . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 11.12. Article Applicable to Paying Agents and Depositaries. . . . . . . . . . . . . . . 60
</TABLE>

v
CSK Group, Ltd. Series A Indenture
<PAGE> 7

This INDENTURE is dated as of October 30, 1996 from CSK GROUP,
LTD., a Delaware corporation (the "Company"), to TransAtlantic Finance, Ltd., a
Delaware corporation (the "Trustee").

RECITALS OF THE COMPANY

For its lawful corporate purposes, the Company has duly
authorized the issue of its 12% Subordinated Series A Notes due October 31,
2008 (the "Series A Notes") of substantially the tenor and amount hereinafter
set forth, and to provide therefor the Company has duly authorized the
execution and delivery of this Indenture.

All acts and things necessary to make the Series A Notes, when
executed by the Company and authenticated and delivered by the Trustee, as
provided in this Indenture, the valid, binding and legal obligations of the
Company, and to constitute this Indenture a valid agreement according to its
terms, have been done and performed, and the execution of this Indenture and
the issue hereunder of the Series A Notes in all respects have been duly
authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

In consideration of the premises and the purchase and
acceptance of the Series A Notes by the Holders thereof, the Company covenants
and agrees with the Trustee for the equal and proportionate benefit of the
Holders from time to time of the Series A Notes as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS.

The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. The words "herein,"
"hereof" and "hereunder" and words of similar import refer to this Indenture as
a whole and not to any particular Article, Section or other subdivision. The
terms defined in this Article One include the plural as well as the singular.

Act, when used with respect to any Holder, has the meaning
specified in Section 1.04.

<PAGE> 8
Additional Series A Note means any Additional Series A Note
issued in lieu of cash payment of interest accrued on any outstanding Series A
Note (including an Additional Series A Note) pursuant hereto.

Additional Series B Note means any Additional Series B Note
issued in lieu of cash payment of interest accrued on any outstanding Series B
Note (including an Additional Series B Note) pursuant to the Series B
Indenture.

Affiliate of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control", when used with respect to any specified Person, means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract,
proxy or otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

Authenticating Agent means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Series A Notes.

Bank Agent means (a) The Chase Manhattan Bank as long as The
Chase Manhattan Bank is the Administrative Agent under the Senior Credit
Facility and (b) thereafter, any other administrative agent under the Senior
Credit Facility.

Bankruptcy Law means Title 11 of the U.S. Code or any similar
Federal or state law for the relief of debtors.

Business Day means any day on which banking institutions in
New York, New York are open for business.

Bridge Loan Agreement means (i) the Bridge Loan Agreement
entered into pursuant to the Commitment Letter dated as of September 27, 1996
among Operating Company, DLJ Bridge Finance, Inc. and Merrill Lynch Capital
Corporation, or (ii) the Note Purchase Agreement, as either may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

Bridge Subordinated Debt means the subordinated bridge loans,
the notes issued pursuant to the Note Purchase Agreement and related indenture
or any notes issued in exchange for such notes pursuant to the Bridge Loan
Agreement.

Change of Control means, (a) at any time prior to an initial
Public Offering by the Company, Investcorp and Investcorp's Affiliates together
cease to own, directly or indirectly, in the aggregate, a majority of the
issued and outstanding voting capital stock of the Company (any such indirect
ownership of the voting capital stock of the Company to be measured by
multiplying (i) Investcorp's and Investcorp's Affiliates' aggregate percentage
interest in the voting power of the voting stock of any other Person which
holds voting stock

CSK Group, Ltd. Series A Indenture
<PAGE> 9
of the Company by (ii) the percentage interest of the voting stock of the
Company held, directly or indirectly, by such other Person), and (b) at any
time after an initial Public Offering by the Company, if any Person (other than
(w) Investcorp, any of Investcorp's Affiliates, The Carmel Trust, any member of
The Carmel Group and any Person that is a member of senior management of the
Company, (x) any entity the majority of the equity ownership interests of which
is owned by Investcorp, any of Investcorp's Affiliates, The Carmel Trust, any
member of The Carmel Group or members of senior management of the Company, (y)
any Person acting in the capacity of an underwriter, and (z) any transferee who
acquires either directly or indirectly voting stock of the Company from The
Carmel Trust or any member of The Carmel Group (except to the extent such
transferee's shares were acquired on the public market)) whether singly or in
concert with one or more Persons, directly or indirectly, acquires 35% or more,
on a fully diluted basis, of the outstanding voting stock of the Company
(excluding, for purposes of such determination, the percentage, on a fully
diluted basis, of the voting stock of the Company outstanding on the date
hereof and owned, directly or indirectly, by such Person or Persons).

Change of Control Date has the meaning specified in Section
9.13.

Change of Control Offer has the meaning specified in Section
9.13.

Change of Control Payment Date has the meaning specified in
Section 9.13.

Commission means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this instrument
such Commission is not existing, the body performing its duties at such time.

Company means CSK Group, Ltd., a Delaware corporation, and any
corporation that succeeds to CSK Group, Ltd. or any successor corporation
pursuant to the provisions of Article Seven, and thereafter "Company" shall
mean such successor corporation.

Company Order or Company Request means a written order or
request signed in the name of the Company by its Chairman of the Board, a Vice
Chairman, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

Consolidated EBITDA means, for any period, the consolidated
net income of the Company and its Subsidiaries for such period, plus, without
duplication and to the extent reflected as a charge in the statement of such
consolidated net income for such period, the sum of (a) taxes measured by
income, (b) interest expense, amortization or write-off of debt discount, debt
issuance, warrant and other equity issuance costs and commissions, discounts,
redemption premium and other fees and charges associated with Indebtedness
under the Senior Credit Facility, Series A Notes, Series B Notes, the Bridge
Subordinated Debt or any other Indebtedness of the Company or its Subsidiaries
permitted hereunder (including the acquisition or repayment thereof), (c) cost
of surety bonds, (d) depreciation and amortization

CSK Group, Ltd. Series A Indenture
<PAGE> 10
expense, (e) amortization of inventory write-up under APB 16, amortization of
intangibles (including, but not limited to, goodwill and costs of interest-rate
caps) and organization costs, (f) non-cash amortization of financing leases,
and (g) any other write-downs, write-offs, minority interests and other
non-cash charges in determining such consolidated net income for such period.

Credit Agreement means the credit agreement dated as of
October 30, 1996, among Operating Company, The Chase Manhattan Bank as
Administrative Agent, Lehman Commercial Paper Inc., as Documentation Agent and
Chase Securities Inc., as Arranger, and the financial institutions which are
parties thereto from time to time, as amended from time to time including
amendments increasing the principal thereunder.

Custodian means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

Defaulted Interest has the meaning specified in Section 2.08.

Event of Default has the meaning specified in Section 4.01.

Fiscal Year of the Company means the fiscal year of the
Company in effect at the time of any determination thereof.

GAAP means generally accepted accounting principles in effect
in the United States of America on the date of this Indenture.

Holder means a Person in whose name at the time of any
determination thereof a particular Series A Note is registered on the Series A
Note Register.

Indebtedness means the principal of and premium, if any, and
interest on, any of the following, whether outstanding at the date hereof or
hereafter incurred, created, assumed or guarantied:

(a) all indebtedness of the Company for borrowed money
(including any indebtedness secured by a Lien that is (i) given to secure all
or part of the purchase price of property subject thereto, whether given to the
vendor of such property or to another, or (ii) existing on property at the time
of acquisition thereof);

(b) all indebtedness and liabilities of the Company
evidenced by notes, Series A Notes, Series B Notes, bonds or other securities
sold by the Company for value;

(c) all liabilities under letters of credit issued for
the account of the Company, including without limitation reimbursement
obligations;

(d) all obligations of the Company under capital leases
(the capitalized amount of which is being deemed "principal" for purposes of
this definition);

CSK Group, Ltd. Series A Indenture
<PAGE> 11
(e) all indebtedness and liabilities of others of the
kinds described in any of the preceding clauses (a), (b) and (c) and all lease
obligations of others of the kind described in the preceding clause (d) or the
following clause (f) assumed by or guarantied in any manner by the Company or
in effect guarantied by the Company through an agreement to purchase,
contingent or otherwise;

(f) all Interest Swap Obligations in respect of
Indebtedness referred to in clause (a); and

(g) all renewals, extensions and refundings of
indebtedness and liabilities of the kinds described in any of the preceding
clauses (a), (b), (c), (e) and (f) and all renewals, extensions and refundings
of lease obligations of the kinds described in either of the preceding clauses
(d) and (e),

provided, however, that "Indebtedness" shall not in any event include (i) trade
and other accounts payable and accrued expenses payable in the ordinary course
of business which are not overdue for a period of more than 90 days or, if
overdue for more than 90 days, as to which a dispute exists and adequate
reserves in conformity with GAAP have been established on the books of such
Person, and (ii) letters of credit supporting the purchase of goods in the
ordinary course of business and expiring no more than six months from the date
of issuance.

Indenture means this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented.

Interest Coverage Ratio means, on the last day of any fiscal
quarter of the Company, the ratio of (a) Consolidated EBITDA for the period of
four fiscal quarters ending on such day (or, if shorter, the period commencing
on the first day of the first fiscal quarter commencing on or after the date of
this Indenture and ending on such day) to (b) cash interest expense (including
fees payable on account of letters of credit and in respect of surety bonds,
but excluding, to the extent included in interest expense in accordance with
GAAP, amortization of interest rate caps and debt discount (including discount
of liabilities and reserves established under APB 16), costs of debt issuance
and interest expense on customer deposits) for such period net of interest
income, in each case on a consolidated basis for the Company and its
Subsidiaries.

Interest Payment Date means each date on which payment of
interest is due in respect of the Series A Notes in accordance with the terms
thereof, and shall be April 30 and October 31 in each year, commencing April
30, 1997.
Interest Swap Obligations means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest
on a stated notational amount in exchange for periodic payments made by such
other Person calculated by applying a fixed or a floating rate of interest on
the same notational amount.

CSK Group, Ltd. Series A Indenture
<PAGE> 12
Investcorp means INVESTCORP S.A., a company organized under
the laws of Luxembourg and as of the date hereof having an address at 37 rue
Notre Dame, Luxembourg.

Investcorp's Affiliates means (a) any Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, Investcorp or (b) any Person who is a director or officer (i) of
Investcorp, (ii) of any wholly-owned Subsidiary of Investcorp or (iii) of any
Person described in clause (a) above or (c) any Person which is a transferee of
any such Person described in clause (a) above, is a company incorporated in the
Cayman Islands and with which Investcorp or one of its affiliates has an
administrative relationship. For purposes of this definition, "control" of a
Person shall mean the power, directly or indirectly, (A) to vote more than 50%
of the securities having ordinary voting power for the election of directors of
such person, whether by ownership of securities, contract, proxy or otherwise,
or (B) to direct or cause the direction of the management and policies of such
Person, whether by ownership of securities, contract, proxy or otherwise.

Lien means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, encumbrance, preference, priority
or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

Maturity, when used with respect to any Series A Note, means
the date on which the principal of such Series A Note becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.

Note Purchase Agreement means the Purchase Agreement dated
October 23, 1996 among Operating Company and Donaldson, Lufkin & Jenrette
Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
and related indenture as either may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.

Officers' Certificate means a certificate signed by the
Chairman of the Board, a Vice Chairman, the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Chief Financial Officer, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

Operating Company means CSK Auto, Inc. (formerly known as
Northern Automotive Corporation), an Arizona Corporation, and its successors
and assigns.

Opinion of Counsel means an opinion in writing signed by legal
counsel acceptable to the Trustee.

CSK Group, Ltd. Series A Indenture
<PAGE> 13
Outstanding, when used with reference to Series A Notes,
means, as of the date of determination, all Series A Notes authenticated and
delivered by the Trustee under this Indenture, except:

(a) Series A Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(b) Series A Notes, or portions thereof, for the payment
or redemption of which funds in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own paying agent), provided that if such Series A
Notes are to be redeemed, notice of such redemption shall have been given
pursuant to this Indenture or provision satisfactory to the Trustee shall have
been made for giving such notice; and

(c) Series A Notes in exchange for which, or in lieu of,
other Series A Notes which shall have been authenticated and delivered pursuant
to the terms of Section 2.07 unless proof satisfactory to the Trustee is
presented that any such Series A Notes are held by bona fide holders in due
course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Series A Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Series A Notes
owned by the Company, any other obligor on the Series A Notes or any Subsidiary
of the Company shall be deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Series A Notes that the Trustee knows to be so owned shall be so disregarded.
Series A Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Series A Notes and that the
pledgee is not the Company or any other obligor on the Series A Notes or a
Subsidiary of the Company.

Outstanding, when used with reference to Series B Notes, has
the meaning set forth in the Series B Indenture.

Person means a corporation, an association, a partnership, a
joint venture, an organization, a trust, an individual or a government or any
agency or political subdivision thereof.

Principal Office of the Trustee means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered.

CSK Group, Ltd. Series A Indenture
<PAGE> 14
forms) filed under the Securities Act of 1933, as amended, and in compliance
with all applicable state securities laws.

Redemption Date, when used with respect to any Series A Note
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

Regular Record Date, for the interest payable on any Interest
Payment Date, means the April 15 or October 15 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.

Responsible Officer means any officer of the Trustee.

Senior Credit Facility means the credit facilities under the
Credit Agreement, including all obligations of Operating Company and its
Subsidiaries to be incurred thereunder, and, any related notes, collateral
documents, letter of credit applications and guaranties, and any increases,
renewals, extensions, refundings, deferrals, restructurings, amendments,
modifications, replacements or refinancings of any of the foregoing (whether or
not provided by the lenders under the original Credit Agreement).

Senior Indebtedness means, whether now existing or hereafter
incurred, (a) guaranties by the Company of Indebtedness and other monetary
obligations of Operating Company under the Senior Credit Facility pursuant to
the Holdings Guarantee Holdings Pledge Agreement (as defined in the Credit
Agreement pursuant to which the Senior Credit Facility is provided), (b)
renewals, extensions, refundings, deferrals, restructurings, amendments and
modifications of any such indebtedness, obligation or guaranty up to an
aggregate principal amount of $200,000,000, (c) obligations of the Company
pursuant to any pledge agreements with respect to the capital stock of
Operating Company owned by the Company to support the guaranties described in
clause (a) above, and (d) any Interest Swap Obligations related to payment
obligations on Indebtedness in respect of the Senior Credit Facility incurred
by the Company or any Significant Subsidiary or guaranteed by the Company;
unless, in the case of (a), (b), (c) or (d), by the terms of the instrument
creating, governing or evidencing such indebtedness, obligation or guaranty, it
is provided that such indebtedness, obligation or guaranty is not senior or
superior in right of payment to both the Series A Notes and Series B Notes; and
provided that Senior Indebtedness shall not include any indebtedness,
obligation or guaranty of the Company (i) to or in favor of any Subsidiary of
the Company, (ii) to trade creditors for materials and supplies purchased in
the ordinary course of business (iii) to any Person arising out of any lawsuit
against the Company or any of its Subsidiaries, including any settlement
thereof or (iv) evidenced by the Series A Notes or the Series B Notes. If any
Senior Indebtedness under the Senior Credit Facility is disallowed, avoided or
subordinated pursuant to the provisions of Section 548 of the Bankruptcy Law or
any applicable state fraudulent conveyance law, it shall nevertheless
constitute Senior Indebtedness.

Senior Lender means the Person or Persons to whom the Company
is obligated under any Senior Indebtedness on any date.

CSK Group, Ltd. Series A Indenture
<PAGE> 15
Series A Notes has the meaning specified in the Recitals
hereto.

Series A Note Register and Series A Note Registrar have the
respective meanings specified in Section 2.06.

Series B Indenture means that certain Indenture dated October
30, 1996 as originally executed or, if amended or supplemented as therein
provided, as so amended or supplemented.

Series B Holder means a Person in whose name at the time of
any determination thereof a particular Series B Note is registered on the
Series B Note Register.

Series B Note Register means the Series B Note Register
maintained pursuant to the Series B Indenture.

Series B Notes means the 12% Subordinated Series B Notes due
October 31, 2008 issued under the Series B Indenture.

Significant Subsidiary means, on any date, any Subsidiary of
the Company (a) the book value of the assets of which amounts to 10% or more of
the book value of the consolidated total assets of the Company and its
consolidated Subsidiaries taken as a whole, or (b) the revenues of which for
the most recent fiscal quarter amount to 10% or more of the consolidated
revenues of the Company and its consolidated Subsidiaries for such quarter, in
each case as determined in accordance with GAAP on the basis of the Company's
most recently available consolidated financial statements.

Special Record Date, for the payment of any Defaulted
Interest, means a date fixed by the Trustee pursuant to Section 2.08.

Stated Maturity means the date specified in the Series A Notes
as the fixed date on which the principal of the Series A Notes is due and
payable in full.

Subsidiary, with respect to any Person, means a corporation
more than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by such Person or by one or more other Subsidiaries of such Person,
or by such Person and one or more other Subsidiaries of such Person. For the
purposes of this definition, "voting stock" means stock that ordinarily has
voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

The Carmel Trust means The Carmel Trust, a trust governed by
the laws of Canada.

CSK Group, Ltd. Series A Indenture
<PAGE> 16
director of any Person described in clause (a) above. For purposes of this
definition, "control" of a Person shall mean the power, directly or indirectly,
(A) to vote more than 50% of the securities having ordinary voting power for
the election of directors of such person, whether by ownership of securities,
contract, proxy or otherwise, or (B) to direct or cause the direction of the
management and policies of such Person, whether by ownership of securities,
contract, proxy or otherwise.

Trustee means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the provisions of Article Five, and thereafter "Trustee" shall mean
such successor Trustee.

SECTION 1.02. COMPLIANCE CERTIFICATE AND OPINIONS.

Except for requests for authentication, upon any application
or request by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee (a) an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such
documents specifically is required by any provision of this Indenture relating
to such particular application or request no additional certificate or opinion
shall be requested by the Trustee.

SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified
by or covered by an opinion of any specified Person, it is not necessary that
all such matters be certified by or covered by the opinion of only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of or
representations by an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous and provided that the Person issuing the certificate
or opinion or representation is authorized to issue the certificate or opinion
or representation on behalf of the Person in respect of which such certificate
or opinion or representation is issued.

CSK Group, Ltd. Series A Indenture
<PAGE> 17
Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 1.04. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is expressly required by this Indenture,
to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) herein sometimes are referred to as the "Act" of
the Holders (or "Act of the Series B Holders") signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company if made in the manner
provided in this Section 1.04.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than
his individual capacity, such certificate also shall constitute sufficient
proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, also
may be proved in any other reasonable manner that the Trustee deems sufficient.

(d) Any request, demand, authorization, direction,
notice, consent, waiver or Act of the Holder of any Series A Note shall bind
every future Holder of the same Series A Note and the Holder of every Series A
Note issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done
by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Series A Note.

(e) Upon the Trustee's request, the Company shall certify
as to the identity of the then-current trustee under the Series B Indenture.
For all purposes of this Indenture, the certification of that trustee as to the
Act of the Series B Holders shall be conclusive.

CSK Group, Ltd. Series A Indenture
<PAGE> 18
SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice,
consent, waiver, Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder or the Company or the
trustee under the Series B Indenture shall be sufficient for every purpose
hereunder if in writing and sent to the Trustee, care of The Trump Group, by
personal delivery, overnight courier or first-class mail, postage prepaid,
return receipt requested, at 4 Stagecoach Run, East Brunswick N.J. 08816, or by
telecopier at (908) 390-3319, in each case sent to James Lieb or his designee,
with a copy to Gibson, Dunn & Crutcher, 200 Park Avenue, New York, New York
10166-0193, or by telecopier at (212) 351-4035, in each case addressed to the
attention of Charles Marquis, Esq., and with copies to INVESTCORP International
Inc., 280 Park Avenue, 37th Floor West, New York, New York 10017, or by
telecopier (212) 983-7073 in each case addressed to the attention of Jon P.
Hedley or his designee or such other address or telecopier number as is set
forth in a notice theretofore given by the Trustee to the Holders, the trustee
under the Series B Indenture and the Company,

(b) the Company by the Trustee, the trustee under the
Series B Indenture, or any Holder shall be sufficient for every purpose
hereunder if in writing and sent to the Company by personal delivery, overnight
courier or first-class mail, postage prepaid, return receipt requested, at 645
E. Missouri Avenue, Phoenix, Arizona 85012, or by telecopier (602) 234-1713, in
each case sent to the President, with a copy to Gibson, Dunn & Crutcher, 200
Park Avenue, New York, New York 10166-0193, or by telecopier at (212) 351-4035,
in each case addressed to the attention of Charles Marquis, Esq., and with
copies to INVESTCORP International Inc., 280 Park Avenue, 37th Floor West, New
York, New York 10017, or by telecopier (212) 983-7073 in each case addressed to
the attention of Jon P. Hedley or his designee, and to The Carmel Trust, care
of The Trump Group, by personal delivery, overnight courier or first-class
mail, postage prepaid, return receipt requested, at 4 Stagecoach Run, East
Brunswick N.J. 08816, or by telecopier at (908) 390-3319, in each case sent to
James Lieb or his designee, or at such other address or telecopier number, or
to such other Person's attention, as is set forth in a notice theretofore given
by the Company to the Trustee, the trustee under the Series B Indenture and the
Holders, or

(c) the trustee under the Series B Indenture by the
Trustee, the Company or any Holder shall be sufficient for every purpose
hereunder if in writing and sent to trustee under the Series B Indenture in
care of AMACO N.V. by personal delivery, overnight courier or first-class mail,
postage prepaid, return receipt requested, at P.O. Box 3141, Kaya Jombi Mensing
#36, Curacao, Netherlands Antilles, or by telecopier at 599-9-615-392, with a
copy to Gibson, Dunn & Crutcher, 200 Park Avenue, New York, New York
10166-0193, or by telecopier at (212) 351-4035, in each case addressed to the
attention of Charles Marquis, Esq., and with copies to INVESTCORP International
Inc., 280 Park Avenue, 37th Floor West, New York, New York 10017, or by
telecopier (212) 983-7073 in each case addressed to the attention of Jon P.
Hedley or his designee, and to The Carmel Trust, care of The Trump

CSK Group, Ltd. Series A Indenture
<PAGE> 19
Group, by personal delivery, overnight courier or first-class mail, postage
prepaid, return receipt requested, at 4 Stagecoach Run, East Brunswick N.J.
08816, or by telecopier at (908) 390-3319, in each case sent to James Lieb or
his designee or at such other address or telecopier number, or to such other
Person's attention, as is set forth in a notice theretofore given by the
trustee under the Series B Indenture to the Company, the Trustee and the
Holders.

SECTION 1.06. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice of any event or
report to Holders, such notice or report shall be deemed to have been given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, return receipt requested, to each Holder affected
thereby, at his address as it appears in the Series A Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice or report. In any case where notice to Holders is to
be given, neither the failure to send such notice, nor any defect in any
notice, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

If by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 1.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The table of contents and the titles and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only and are not to be considered a part hereof and in no way shall
modify or restrict any of the terms or provisions hereof.

SECTION 1.08. SUCCESSORS AND ASSIGNS.

All the covenants and agreements of the Company in this
Indenture shall bind its successors and assigns whether so expressed or not.

SECTION 1.09. SEPARABILITY CLAUSE.

If any provision of this Indenture or in the Series A Notes
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not be affected or impaired
thereby.

CSK Group, Ltd. Series A Indenture
<PAGE> 20
SECTION 1.10. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Series A Notes, express or
implied, shall give any Person any benefit or any legal or equitable right,
remedy or claim under this Indenture, other than the parties hereto (and except
for holders of Senior Indebtedness, who shall be third party beneficiaries of
this Indenture, and also except for Series B Holders to the extent of rights or
benefits specifically set forth herein as inuring to Series B Holders), any
paying agent, any Series A Note Registrar and their successors hereunder and
the Holders of Series A Notes.

SECTION 1.11. GOVERNING LAW; JURISDICTION.

THIS INDENTURE AND EACH SERIES A NOTE SHALL BE DEEMED TO BE
CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE. Any claim
arising under this Indenture shall be brought only in a state or Federal court
in the City of New York, State of New York, and the Company, the Trustee and
any Holders of Series A Notes issued pursuant to this Indenture hereby consent
to the exercise of the jurisdiction by any such court.

SECTION 1.12. EXECUTION IN COUNTERPARTS.

This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts together shall
constitute but one and the same instrument.

SECTION 1.13. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date
or Change of Control Payment Date or the Stated Maturity of any Series A Note
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or the Series A Notes) payment of principal of or premium, if any, or
interest on any Series A Note due on such date need not be made or effected on
such date but may be made or effected on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date, Redemption
Date or Change of Control Payment Date or at the Stated Maturity, provided that
no interest shall accrue with respect to the payment of principal, premium, if
any, or interest that is due on such Interest Payment Date, Redemption Date,
Change of Control Payment Date or Stated Maturity, as the case may be, from
such date until such next succeeding Business Day.

SECTION 1.14 PARI PASSU PAYMENTS TO SERIES B NOTES

The Series A Notes and Series B Notes are pari passu, subject
to the provisions of this Section. Notwithstanding anything in this Indenture
or any Series A Note to the contrary, all payments of principal on Outstanding
Series A Notes (including

CSK Group, Ltd. Series A Indenture
<PAGE> 21
Outstanding Additional Series A Notes) under this Indenture shall be paid on a
dollar-for-dollar basis with all payments of principal on Series B Notes
(including Outstanding Additional Series B Notes); provided, however, that if
the Holders of the Series A Notes have declined to be redeemed to the fullest
extent permitted under Section 9.13 of this Indenture upon any Change of
Control, then principal on the Outstanding Series A Notes (including
Outstanding Additional Series A Notes) and on the Outstanding Series B Notes
(including Outstanding Additional Series B Notes) thereafter shall be paid pro
rata (rather than on a dollar-for-dollar basis) among the holders of such
Series A Notes or Series B Notes in the proportion that the aggregate amount of
principal due under such Series A Notes (including Outstanding Additional
Series A Notes) or Series B Notes (including Outstanding Additional Series B
Notes) held by the holder thereof bears to the combined aggregate amount of
principal due under both the Series A Notes (including Outstanding Additional
Series A Notes) and the Series B Notes (including Outstanding Additional Series
B Notes). Thereafter the Series B Notes which remain Outstanding shall be
retired in accordance with the Series B Indenture.

Any payment upon the Series B Notes in violation of this
Section or any other Section of this Indenture impresses a constructive trust
upon the recipients of such payment in an aggregate amount equal to the portion
of such aggregate payment required to have been paid upon the Outstanding
Series A Notes under this Section or such other applicable Section, which trust
may be enforced by the Trustee on behalf of the Outstanding Series A Notes.

ARTICLE TWO
THE SERIES A NOTES

SECTION 2.01. FORMS GENERALLY.

The Series A Notes and the Trustee's certificate of
authentication to be borne by the Series A Notes shall be in substantially the
form set forth on Exhibit A, which is hereby incorporated in and made a part of
this Indenture, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Series A Notes, as evidenced by their execution of the
Series A Notes. Any portion of the text of any Series A Note may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of
the Series A Note.

The definitive Series A Notes may be typed, printed,
lithographed or engraved or produced by any combination of these methods, but
if listed on any securities exchange shall be produced in a manner permitted by
the rules of any such securities exchange, all as may be determined by the
officers executing such Series A Notes, as evidenced by their execution of such
Series A Notes.

CSK Group, Ltd. Series A Indenture
<PAGE> 22
SECTION 2.02. TITLE AND TERMS.

The Series A Notes shall be designated as "12% Subordinated
Series A Notes due October 31, 2008." Series A Notes in the principal amount
specified in the Company Order referred to in the third paragraph of Section
2.04 may be executed by the Company and delivered to the Trustee for
authentication upon the execution of this Indenture, or from time to time
thereafter, and the Trustee thereupon shall authenticate and deliver such
Series A Notes as provided in such Company Order; provided that the aggregate
principal amount of all Series A Notes at any time Outstanding (except for
Series A Notes issued in lieu of or in substitution for destroyed, lost or
stolen Series A Notes as provided in Section 2.07) shall not exceed $10,000,000
plus the aggregate principal amount of Additional Series A Notes issued by the
Company pursuant to the terms hereof in respect of interest accrued on
outstanding Series A Notes.

SECTION 2.03. DATE AND DENOMINATION OF SERIES A NOTES; INTEREST; PLACE OF
PAYMENT.

The Stated Maturity of the Series A Notes shall be October 31,
2008, and they shall bear interest at the rate of 12% per annum from the date
upon which such Series A Notes are originally issued under this Indenture or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, as the case may be, until Maturity. Interest on the Series
A Notes shall be computed on the basis of twelve 30-day months and to be paid
on the actual number of days elapsed in a 360-day year. Interest shall be paid
in cash to the extent that (i) the Operating Company has funds legally
available to pay cash dividends on its preferred stock and payment of such cash
dividends is not prohibited under the Senior Indebtedness or the Bridge Loan
Agreement and (ii) the making of such cash interest payment would not directly
or indirectly (with the passage of time or giving of notice) cause a default or
event of default under the Senior Indebtedness or the Bridge Loan Agreement. To
the extent that the cash interest payment required to be made (after giving
effect to the preceding sentence) is not sufficient to pay the interest
payments due upon any Interest Payment Date under both the Series A Notes and
Series B Notes in full in cash, then the cash shall be allocated to the
interest payments pro rata among the holders of such Series A Notes or Series B
Notes in the proportion that the aggregate amount of interest due under such
Series A Notes or Series B Notes held by the holder thereof bears to the
combined aggregate amount of interest due under both Series A Notes and Series
B Notes. To the extent any interest payment on Series A Notes due upon any
Interest Payment Date is not paid in full in cash, the Company shall pay such
interest payment by the issuance of Additional Series A Notes having a
principal amount equal to the amount of interest not paid in cash on such
Interest Payment Date. Interest shall be payable semi-annually in arrears on
each April 30 and October 31, commencing April 30, 1997 and at Maturity.
Interest shall be payable on any overdue principal and on any overdue interest,
to the extent that the payment of such interest shall be legally enforceable,
at the rate of 14% per annum.

The principal of and premium, if any, and cash interest on the
Series A Notes shall be payable, and any Additional Series A Notes shall be
issued, at the office of the

CSK Group, Ltd. Series A Indenture
<PAGE> 23
Company at the address set forth in the notice provision of this Indenture. To
the extent such payments are to be made in cash, such cash payment will be made
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts; provided,
however, that, at the option of the Company (and provided that comparable
payments on Series B Notes are to be paid in such manner), any payments made in
cash may be made by check mailed to the Person entitled thereto at his address
appearing on the Series A Note Register. Notwithstanding the foregoing, the
principal of and premium, if any, and interest, to the extent such interest is
to be paid in cash, on any Series A Note (other than the final payment of
principal on a Series A Note) at the option of the Holder thereof shall be paid
directly to such Holder, by wire transfer of immediately available funds,
without presentment, to the address designated by such Holder in writing.
Before selling or otherwise transferring any Series A Note, the Holder thereof
shall make a notation thereon of the aggregate amount of all payments of
principal theretofore made, and of the date to which interest has been paid;
the failure of the Holder to do so shall not, however, prejudice the right of
the Company to demonstrate the payment of such principal and interest. The
issuance of Additional Series A Notes in lieu of the payment of cash as
specified herein on any Interest Payment Date shall constitute full payment of
accrued and unpaid interest with respect to such Interest Payment Date.

The Series A Notes shall be issuable in registered form
without coupons in denominations of $1,000 or any integral multiple thereof,
or, in the case of Additional Series A Notes, $100 or any integral multiple
thereof (or any lesser amount to the extent necessary). Every Series A Note
shall be dated the date of its authentication, shall bear interest from the
applicable date and shall be payable on the dates specified on the face of the
form of Series A Note.

The rate of interest payable on any Series A Note shall in no
event exceed the maximum rate permissible under applicable law. If interest
would otherwise be payable to the Holder of a Series A Note in excess of the
maximum lawful amount, the interest payable shall be reduced to the maximum
amount permitted under applicable law; and if the Holder shall ever receive
anything of value deemed interest under applicable law in excess of the maximum
lawful amount, an amount equal to any excessive interest shall be applied to
the reduction of the principal of the Series A Note and not to payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
on the Series A Note, such excess shall be refunded to the Company.

SECTION 2.04. EXECUTION, AUTHENTICATION AND DELIVERY.

The Series A Notes shall be executed on behalf of the Company
by its Chairman of the Board, its Vice Chairman, its President or a Vice
President, under its corporate seal reproduced thereon attested to by its
Secretary or an Assistant Secretary. The signature of any of these officers on
the Series A Notes may be manual or facsimile.

Series A Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding

CSK Group, Ltd. Series A Indenture
<PAGE> 24
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Series A Notes or did not hold such
offices at the date of such Series A Notes.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Series A Notes executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Series A Notes; and the Trustee in
accordance with such Company Order shall authenticate and deliver such Series A
Notes as in this Indenture provided and not otherwise. In the case of a
Company Order relating to the issuance of Additional Series A Notes, such
Company Order shall also demonstrate the computation of the principal amount of
Additional Series A Notes issuable to each Holder.

No Series A Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Series A Note a certificate of authentication substantially in the form
provided for on Exhibit A, manually executed by the Trustee, and such
certificate upon any Series A Note shall be conclusive evidence, and the only
evidence, that such Series A Note has been duly authenticated and delivered
hereunder.

SECTION 2.05. TEMPORARY SERIES A NOTES.

Pending the preparation of definitive Series A Notes, the
Company may execute and upon Company Order the Trustee shall authenticate and
deliver temporary Series A Notes (which may be printed, lithographed,
typewritten or otherwise produced) in any authorized denomination and
substantially in the form of the definitive Series A Notes in lieu of which
they are issued, but with such appropriate omissions, insertions and variations
as the officers executing such Series A Notes may determine, as evidenced by
their execution of such Series A Notes. Every such temporary Series A Note
shall be executed by the Company and authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Series A Notes. Without unreasonable delay the Company will
execute and deliver to the Trustee definitive Series A Notes and thereupon the
temporary Series A Notes may be surrendered in exchange for definitive Series A
Notes at the Principal Office of the Trustee without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Series A Notes,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange for the temporary Series A Notes an equal aggregate principal amount
of definitive Series A Notes. Until so exchanged, the temporary Series A Notes
in all respects shall be entitled to the same benefits under this Indenture as
definitive Series A Notes.

SECTION 2.06. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

All of the Series A Notes issued under this Indenture shall be
registered as to both principal and interest as specified in the Series A
Notes. The Company shall cause to be kept at the Principal Office of the
Trustee a register (the "Series A Note Register") in which, subject to such
reasonable regulations as the Trustee may prescribe, Series A Notes shall be
registered and the transfer of Series A Notes shall be

CSK Group, Ltd. Series A Indenture
<PAGE> 25
registered as provided in this Article Two. The Series A Note Register shall
be in written form or in any other form capable of being converted into written
form within a reasonable time. The Trustee hereby is appointed "Series A Note
Registrar" for the purpose of registering Series A Notes and transfers of
Series A Notes as herein provided.

Upon due presentment for registration of transfer of any
Series A Note at any such office or agency maintained by the Company for such
purpose, the Company shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Series A Note or
Series A Notes for an equal aggregate principal amount.

At the option of the Holder, Series A Notes may be exchanged
for a like aggregate principal amount of Series A Notes of other authorized
denominations. Series A Notes to be exchanged shall be surrendered at the
Principal Office of the Trustee and the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor the Series A Note or Series
A Notes which the Holder making the exchange shall be entitled to receive.

Every Series A Note presented for registration of transfer or
for exchange (if so required by the Company or the Trustee) shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Series A Note Registrar duly executed by,
the Holder or his attorney duly authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Series A Notes, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith, other than an exchange pursuant to Section
2.05, 8.05, 9.13 or 10.08.

The Company shall not be required to (a) issue, register the
transfer of or exchange any Series A Note during a period beginning at the
opening of business 15 days before the day of the mailing of (i) a notice of
redemption of Series A Notes selected for redemption or (ii) a Change of
Control Offer pursuant to Section 9.13, and ending at the close of business on
the day of such mailing or (b) register the transfer of or exchange of any
Series A Note selected for redemption or to be repurchased pursuant to Section
9.13, in whole or in part, except the unredeemed or unrepurchased portion of
any Series A Note being redeemed or repurchased in part.

All Series A Notes issued upon any registration of transfer or
exchange of Series A Notes shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Series A Notes surrendered upon such registration of transfer
or exchange.

CSK Group, Ltd. Series A Indenture
<PAGE> 26
SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SERIES A NOTES.

If any Series A Note shall become mutilated or be destroyed,
lost or stolen, the Company in its discretion may execute, and upon its request
the Trustee shall authenticate and deliver, a new Series A Note, bearing a
number not contemporaneously Outstanding, in exchange and substitution for the
mutilated Series A Note, or in lieu of and in substitution for the Series A
Note so destroyed, lost or stolen. In every case the applicant for a
substitute Series A Note shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Series A Note and of the
ownership thereof.

Upon the issuance of any substitute Series A Note, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense connected therewith. If any Series A Note that has matured or is about
to mature or has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Company, instead of issuing a substitute Series
A Note, may pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Series A Note) if the applicant for such
payment shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to them of the
destruction, loss or theft of such Series A Note and of the ownership thereof.

Every substitute Series A Note issued pursuant to the
provisions of this Section 2.07 by virtue of the fact that any Series A Note is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Series A Note
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with all other Series A Notes duly issued
hereunder.

To the extent permitted by law, all Series A Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Series A Notes and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.08. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Series A Note that is payable (including,
without limitation, by issuance of Additional Series A Notes), and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Series A Note is registered at the close
of business on the Regular Record Date for such interest.

CSK Group, Ltd. Series A Indenture
<PAGE> 27
Any interest on any Series A Note that is payable (including,
without limitation, by issuance of Additional Series A Notes), but is not
punctually paid or otherwise duly provided for, on any Interest Payment Date
("Defaulted Interest") forthwith will cease to be payable to the Holder on the
relevant Regular Record Date by virtue of his having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below:

(a) The Company may elect to make payment (including,
without limitation, by issuance of Additional Series A Notes) any Defaulted
Interest to the Persons in whose names the Series A Notes are registered on the
Series A Note Register at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Series A Note and of the
proposed payment date. At the same time the Company shall deposit with the
Trustee funds in an amount (or, to the extent so provided herein, Additional
Series A Notes in a principal amount) equal to the aggregate amount of
Defaulted Interest proposed to be paid, or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such
funds (or Additional Series A Notes) when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as provided in this
clause (a). Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than ten days prior to the date of the proposed payment and not less than
ten days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee promptly shall notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid to each Holder at his
address as it appears on the Series A Note Register, not less than ten days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Series
A Notes are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Series A Notes may be listed, and upon
such notice as may be required by such exchange if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause (b),
such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.08, each
Series A Note delivered under this Indenture upon registration of transfer or
in exchange for or in lieu of any other Series A Note shall carry the rights of
interest accrued and unpaid, and to accrue, that were carried by such other
Series A Note.

CSK Group, Ltd. Series A Indenture
<PAGE> 28
SECTION 2.09. PERSONS DEEMED OWNERS.

Prior to due presentment of a Series A Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Series A Note is registered as
the owner of such Series A Note for the purpose of receiving payment of
principal of and premium, if any, and (subject to Section 2.08) interest on
such Series A Note and for all other purposes whatsoever, whether or not the
interest, premium, if any, or principal of such Series A Note shall be or have
become due, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.

SECTION 2.10. CANCELLATION.

All Series A Notes surrendered for payment, redemption,
exchange or registration of transfer, if surrendered to any Person other than
the Trustee, shall be surrendered to the Trustee and promptly canceled by it.
The Company at any time may deliver to the Trustee for cancellation any Series
A Note previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and all Series A Notes so delivered
promptly shall be canceled by the Trustee. No Series A Note shall be issued in
lieu of or in exchange for any Series A Note canceled as provided in this
Section 2.10, except as expressly permitted by this Indenture. All canceled
Series A Notes held by the Trustee shall be disposed of as directed by a
Company Order. If the Company shall acquire any of the Series A Notes, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Series A Notes unless and until the same are
delivered to the Trustee for cancellation.

ARTICLE THREE
SATISFACTION AND DISCHARGE

SECTION 3.01. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture upon Company Request shall cease to be of
further effect (except as to any surviving rights of registration of transfer
or exchange of Series A Notes herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute such instruments as the Company
reasonably may request acknowledging satisfaction and discharge of this
Indenture, when:

(a) either

(i) all Series A Notes theretofore authenticated
and delivered (other than (A) Series A Notes that have been exchanged,
mutilated, destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.07 and (B) Series A Notes for whose payment funds
theretofore have been deposited in trust or segregated and held in trust

CSK Group, Ltd. Series A Indenture
<PAGE> 29
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 9.03) have been delivered to the Trustee for
cancellation; or

(ii) all such Series A Notes not theretofore
delivered to the Trustee for cancellation

(A) have become due and payable,

(B) will become due and payable at their
Stated Maturity within one year, or

(C) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Company,

and the Company, in the case of (A), (B) or (C) above, has deposited or caused
to be deposited in accordance with this Indenture with the Trustee as trust
funds an amount sufficient to pay and discharge the entire indebtedness on such
Series A Notes not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Series A Notes that have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

(b) the Company has paid or caused to be paid all other
amounts payable hereunder by the Company in accordance with this Indenture; and

(c) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 5.07,
the obligations of the Trustee to any Authenticating Agent under Section 5.12
and, if funds shall have been deposited with the Trustee pursuant to Section
3.01(a), the obligations of the Trustee under Section 3.02 and the last
paragraph of Section 9.03 shall survive.

SECTION 3.02. APPLICATION OF TRUST FUNDS.

Subject to the provisions of Section 9.03, all funds deposited
with the Trustee pursuant to Section 3.01 shall be held in trust and applied by
it, in accordance with the provisions of the Series A Notes and this Indenture,
to the payment, either directly or through any paying agent (including the
Company if acting as its own paying agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal, premium, if any, and interest for
whose payment such funds have been deposited with the Trustee.

CSK Group, Ltd. Series A Indenture
<PAGE> 30
ARTICLE FOUR
REMEDIES

SECTION 4.01. EVENTS OF DEFAULT.

"Event of Default," wherever used herein, means any one or
more of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(a) default in the payment of any interest (including
interest payable by the issuance of Additional Series A Notes pursuant to
Section 2.03) on any Series A Note when such interest becomes due and payable,
and continuance of such default for a period of 30 days;

(b) default in the payment of the principal of or
premium, if any, on any Series A Note at Maturity;

(d) failure on the part of the Company duly to observe or
perform any of the covenants or agreements on the part of the Company to be
performed and set forth in Section 9.12 which continues for a period of 30 days
after the date on which there has been given, by registered or certified mail,
to the Company and the Trustee by the Holders of at least 40% in aggregate
principal amount of the Series A Notes at the time Outstanding, a written
notice specifying such failure and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder;

(e) a default under any bond, debenture, or other
evidence of Indebtedness of the Company (other than the Series A Notes and
Series B Notes) or any Significant Subsidiary, or under any mortgage, indenture
or other instrument under which there may be issued or by which there may be
secured or evidenced Indebtedness for money borrowed by the Company or such
Significant Subsidiary (including without limitation the Senior Credit
Facility), whether such Indebtedness now exists or hereafter shall be created,
which Indebtedness has a principal amount of $50,000,000 or more, and which
default has resulted in such Indebtedness being declared due and payable,
without such acceleration having been rescinded or annulled;

(f) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company set
forth in the Notes or in this Indenture which continues for a period of 30 days
after the date on which there has been given, by registered or certified mail,
to the Company and the Trustee by the Holders of at least 40% in aggregate
principal amount of the Series A Notes at the time Outstanding, a

CSK Group, Ltd. Series A Indenture
<PAGE> 31
written notice specifying such failure and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;

(g) the Company or any Significant Subsidiary, pursuant
to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case or
proceeding;

(B) consents to the entry of an order
for relief against it in an involuntary case or proceeding;

(D) makes a general assignment for the
benefit of its creditors; or

(E) admits in writing its inability to
pay its debts generally as they become due;

(h) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(A) is for relief against the Company or
any Significant Subsidiary in an involuntary case or proceeding;

(B) appoints a Custodian of the Company
or any Significant Subsidiary or for all or substantially all of their
respective properties; or

(i) default in the payment of any interest (including
interest payable by the issuance of Additional Series B Notes pursuant to the
Series B Indenture) on any Series B Note when such interest becomes due and
payable, and continuance of such default for a period of 30 days; and

(j) if the principal of and premium, if any, and the
accrued interest on all of the Series B Notes has been declared immediately due
and payable due to an Event of Default under the Series B Indenture,

and, in each case under clause (g) or (h), such order or decree remains
unstayed, undismissed, undischarged or unbonded and in effect for 60 days.

CSK Group, Ltd. Series A Indenture
<PAGE> 32
SECTION 4.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default occurs under clause (g), (h) or (j) of
Section 4.01, then the principal of and premium, if any, and the accrued
interest on all the Series A Notes shall become due and payable in cash
immediately. If any other Event of Default occurs and is continuing, then, and
in every such case, the Holders of not less than 40% in aggregate principal
amount of the Series A Notes then Outstanding, by notice in writing to the
Company and to the Trustee, may declare the principal amount of all the Series
A Notes to be due and payable in cash, and upon any such declaration such
principal amount shall become due and payable upon receipt by the Company and
the Trustee of such written notice given hereunder.

At any time after such a declaration of acceleration has been
made and before a judgment or decree for the payment of the amount due has been
obtained by the Trustee as hereinafter provided in this Article Four, the
Holders of a majority in aggregate principal amount of the Outstanding Series A
Notes, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if:

(a) the Company has paid or deposited with the Trustee a
sum (or Additional Series A Notes to the extent any such amount was originally
payable by the issuance of Additional Series A Notes pursuant to Section 2.03)
sufficient to pay:

(i) the amount of all overdue installments of
interest on all Series A Notes in the case of an Event of Default specified in
Section 4.01(a),

(ii) the principal of and premium, if any, on all
Series A Notes that have become due to the extent such amounts have become due
otherwise than by such declaration of acceleration, and interest thereon (to
the extent that payment of such interest is lawful) at the applicable rate
provided in Section 2.03 in the case of an Event of Default specified in
Section 4.01(b),

(iii) to the extent that payment of such interest
is lawful, interest upon overdue interest at the applicable rate provided in
Section 2.03, and

(iv) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and

(b) all Events of Default, other than the nonpayment of
the principal of Series A Notes that have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 4.13.

No such rescission shall affect any subsequent default or
impair any right consequent thereon.

CSK Group, Ltd. Series A Indenture
<PAGE> 33
SECTION 4.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY THE
TRUSTEE.

The Company covenants that if:

(a) default is made in the payment of interest on any
Series A Note when such interest becomes due and payable and such default
continues for a period of 30 days, or

(b) default is made in the payment of the principal of or
premium, if any, on any Series A Note at the Maturity thereof,

the Company, upon demand of the Trustee, will pay to the Trustee in accordance
with this Indenture, for the benefit of the Holders of such Series A Notes, the
defaulted amount then due and payable on such Series A Notes for principal,
premium, if any, and interest, with interest (to the extent that payment of
interest on overdue interest is enforceable under applicable law) upon overdue
interest, at the applicable rate provided in Section 2.03, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, at the
request of the Holders of a majority in aggregate principal amount of the
Outstanding Series A Notes, will institute a judicial proceeding for the
collection of the sums so due and unpaid, will prosecute such proceeding to
judgment or final decree and will enforce against the Company or any other
obligor on the Series A Notes and collect the money adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor on the Series A Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee
at the request of the Holders of not less than 40% in aggregate principal
amount of the Outstanding Series A Notes will proceed to protect and enforce
its rights and the rights of the Holders by such judicial proceedings as such
Holders shall request to protect and enforce such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy.

SECTION 4.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor on
the Series A Notes or the property of the Company or of such other obligor or
their creditors, the Trustee, irrespective of whether the principal of the
Series A Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or
interest, at the

CSK Group, Ltd. Series A Indenture
<PAGE> 34
request of a majority in aggregate principal amount of the Outstanding Series A
Notes, by intervention in such proceedings or otherwise:

(a) will file and prove a claim for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Series A Notes and file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceedings; and

(b) will collect and receive any funds or other property
payable or deliverable on any such claims and distribute the same;

and any Custodian or similar official in any such judicial proceeding hereby is
authorized by each Holder to make such payments to the Trustee and, in the
event that such payments shall be made directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 5.07.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Series A Notes or the rights of any Holder or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 4.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SERIES A NOTES.

All rights of action and claims under this Indenture or the
Series A Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Series A Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of the Holders of the Series A
Notes in respect of which such judgment has been recovered.

SECTION 4.06. APPLICATION OF FUNDS COLLECTED.

Any funds and Additional Series A Notes collected by the
Trustee pursuant to this Article Four shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such funds on account of principal, premium, if any, or interest, upon
presentation of the Series A Notes and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

CSK Group, Ltd. Series A Indenture
<PAGE> 35
First: to the payment of all amounts due the Trustee under
Section 5.07;

Second: subject to Article 11 hereof, to the payment of the
amounts then due and unpaid for principal of and premium, if any, and interest
on the Series A Notes in respect of which or for the benefit of which such
funds have been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Series A Notes for principal,
premium, if any, and interest, respectively; and

Third: the balance, if any, to the Company.

SECTION 4.07. LIMITATION ON SUITS.

No Holder of a Series A Note shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

(a) such Holder previously has given to the Trustee
written notice of a continuing Event of Default;

(b) the Holders of not less than 40% in aggregate
principal amount of the Outstanding Series A Notes shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

(d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such
proceeding; and

(e) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of not
less than 40% in aggregate principal amount of the Outstanding Series A Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holder,
or to obtain or seek to obtain priority or preference over any other Holder or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all the Holders.

SECTION 4.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

Notwithstanding any other provision in this Indenture (other
than Section 1.14), the Holder of any Series A Note shall have the right, which
is absolute and unconditional, to receive payment of the principal of and
premium, if any, and (subject to

CSK Group, Ltd. Series A Indenture
<PAGE> 36
Section 2.08) interest on such Series A Note at Maturity, or on the applicable
Interest Payment Date, as the case may be, as provided in this Indenture (or,
in the case of redemption or repurchase in conformity with Section 9.13, on the
Redemption Date or the Change of Control Payment Date, respectively), and to
institute suit for the enforcement of any such payment and such rights shall
not be impaired or affected without the consent of such Holder.

SECTION 4.09. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 4.10. RIGHTS AND REMEDIES CUMULATIVE.

No right or remedy herein conferred upon or reserved to the
Trustee or the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 4.11. DELAY OR OMISSION NOT WAIVER.

No delay or omission on the part of the Trustee or of any
Holder of any Series A Note to exercise any right or power accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article Four or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
or at the direction of the Holders.

SECTION 4.12. CONTROL BY HOLDERS.

The Holders of not less than 40% in aggregate principal amount
of the Outstanding Series A Notes shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. The Trustee
shall not take any actions under this Article Four except for actions taken to
implement the instructions of the Holders.

CSK Group, Ltd. Series A Indenture
<PAGE> 37
SECTION 4.13. WAIVER OF PAST DEFAULTS.

The Holders of a majority in aggregate principal amount of the
Outstanding Series A Notes on behalf of the Holders of all of the Series A
Notes may waive any past default hereunder and its consequences except a
default

(a) in the payment of the principal of or premium, if
any, or interest on any Series A Note, or

(b) in respect of a covenant or provision hereof that
under Article Eight cannot be modified or amended without the consent of the
Holder of each Outstanding Series A Note affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

No such waiver as to any default in any provision inuring to
the benefit of the Series B Holders shall be effective without the consent of
Series B Holders having a majority in aggregate principal amount of Outstanding
Series B Notes.

SECTION 4.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any
Series A Note by his acceptance thereof shall be deemed to have agreed, that
any court in its discretion may require, as a condition to initiating or
maintaining any suit for the enforcement of any right or remedy under this
Indenture or any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court in its discretion
may assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section 4.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than
40% in principal amount of the Outstanding Series A Notes or to any suit
instituted by any Holder pursuant to Section 4.07 hereof for the enforcement of
the payment of the principal of or premium, if any, or interest on any Series A
Note on or after the Stated Maturity, or on the applicable Interest Payment
Date, as the case may be, as provided in this Indenture (or, in the case of
redemption or repurchase, on or after the Redemption Date or Change of Control
Payment Date).

SECTION 4.15. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it lawfully may do
so) that it will not at any time insist upon, plead or in any manner whatsoever
claim or take the benefit or

CSK Group, Ltd. Series A Indenture
<PAGE> 38
advantage of any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it lawfully may do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee or the Holders, but will suffer and permit the execution of every
such power as though no such law had been enacted.

ARTICLE FIVE
THE TRUSTEE

SECTION 5.01. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) The Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee.

(b) In the absence of bad faith on its part, the Trustee
conclusively may rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture, but in the case
of any such certificates or opinions that by any provision hereof specifically
are required to be furnished to the Trustee, the Trustee shall be under a duty
to examine the same to determine whether or not they conform to the
requirements of this Indenture.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own grossly negligent action, its
own grossly negligent failure to act or its own willful misconduct, except
that:

(i) this Section 5.01(c) shall not be construed
to limit the effect of Section 5.01(a) or 5.01(b);

(ii) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Trustee was grossly negligent in ascertaining the pertinent
facts;

(iii) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in aggregate principal amount
of the Outstanding Series A Notes relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture;
and

CSK Group, Ltd. Series A Indenture
<PAGE> 39
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 5.01.

SECTION 5.02. NOTICE OF DEFAULTS.

Within 60 days after learning of the occurrence of a default
hereunder, the Trustee shall mail to all Holders, as their names and addresses
appear in the Series A Note Register, notice of all defaults known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice. For the purpose of this Section 5.02, the term "default" means any
event that is, or after notice or lapse of time would become, an Event of
Default.

SECTION 5.03. CERTAIN RIGHTS OF TRUSTEE.

(a) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note, Series A Note, Series B Note, or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties.

(b) Any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order and any resolution of a majority of the entire Board of
Directors may be evidenced by a copy thereof certified by the Secretary or an
Assistant Secretary of the Company.

(c) Whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed), in the absence of gross negligence
or bad faith on its part, may rely on an Officers' Certificate.

(d) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

(e) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Holders pursuant to the provisions of this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in complying with such request, order or direction.

CSK Group, Ltd. Series A Indenture
<PAGE> 40
(f) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval, bond, debenture, note, Series A Note, Series B Note, or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and if
the Trustee shall determine to make such further inquiry or investigation it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

(g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed by it with due
care hereunder.

SECTION 5.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SERIES A NOTES.

The recitals contained herein and in the Series A Notes
(except the Trustee's certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Series A Notes. The Trustee shall not
be accountable for the use or application by the Company of Series A Notes or
the proceeds thereof.

SECTION 5.05. MAY HOLD SERIES A NOTES; PAYING AGENT; OTHER INDIVIDUAL RIGHTS
OF TRUSTEE.

The Trustee, any Authenticating Agent, any paying agent, the
Series A Note Registrar or any other agent of the Company, in its individual or
any other capacity, may be or become the owner or pledgee of Series A Notes and
otherwise may deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, paying agent, Series A Note Registrar
or other agent. Until the Company shall appoint another paying agent
hereunder, the Trustee shall act as paying agent. The Trustee, the
Authenticating Agent and any paying agent may be an Affiliate of the Company.

SECTION 5.06. FUNDS HELD IN TRUST.

Funds held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any funds received by it hereunder
except as otherwise agreed with the Company.

SECTION 5.07. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(a) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

CSK Group, Ltd. Series A Indenture
<PAGE> 41
(b) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) except any such expense,
disbursement or advance as may be attributable to its gross negligence or
willful misconduct; and

(c) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without gross negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section 5.07 shall
be secured by a Lien prior to that of the Series A Notes upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Series A Notes.

SECTION 5.08. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which (unless
also a Holder or Affiliate thereof) shall be a corporation organized and doing
business under the laws of the United States of America, one of the States
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 5.08, the Trustee shall
resign immediately in the manner and with the effect specified in this Article
Five.

SECTION 5.09. RESIGNATION AND REMOVAL; APPOINTMENT OF A SUCCESSOR.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee shall become effective until the acceptance
of appointment by the successor Trustee under Section 5.10.

(b) The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee required by Section 5.10 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

(c) The Trustee may be removed at any time by the Act of
the Holders of a majority in aggregate principal amount of the Outstanding
Series A Notes delivered to the Trustee and to the Company.

(d) If at any time the Trustee (i) shall cease to be
eligible under Section 5.08 and shall fail to resign after written request
therefor by the Holders of at least

CSK Group, Ltd. Series A Indenture
<PAGE> 42
40% in aggregate principal amount of the Outstanding Series A Notes, or (ii)
shall become incapable of acting, or shall be adjudged a bankrupt or an
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation; then, in any such case, the Holders of a majority in aggregate
principal amount of the Outstanding Series A Notes may remove the Trustee and
appoint a successor Trustee by an Act of such Holders, in triplicate, one copy
of which instrument shall be delivered to the Trustee so removed, the successor
Trustee and to the Company or, subject to the provisions of Section 4.14, the
Holders of at least 40% in aggregate principal amount of the Outstanding Series
A Notes, on behalf of themselves and all others similarly situated, may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Trustee
for any cause, in each case unless replaced by a designee appointed by the
Holders as described below prior to the appointment of a successor Trustee by
the Company, the Company, by order of a majority of the entire Board of
Directors, promptly shall appoint a successor Trustee. If, within one year
after such resignation, removal or incapability, or the occurrence of such a
vacancy, a successor Trustee shall be appointed by Act of the Holders of 40% in
aggregate principal amount of the Outstanding Series A Notes delivered to the
Company and the retiring Trustee, the successor Trustee so appointed, forthwith
upon its acceptance of such appointment, shall become the successor Trustee and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or by the Holders and
accepted appointment in the manner hereinafter provided, subject to Section
4.14, the Holders of at least 40% in aggregate principal amount of the
Outstanding Series A Notes, on behalf of themselves and all others similarly
situated, may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

(f) The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee by
mailing written notice of such event by first-class mail, postage prepaid, to
all Holders as their names and addresses appear in the Series A Note Register.
Each notice shall include the name of the successor Trustee and the address of
the Principal Office of the successor Trustee.

SECTION 5.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

CSK Group, Ltd. Series A Indenture
<PAGE> 43
and powers of such predecessor Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and funds held by such
predecessor Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts. Any Trustee ceasing to act nevertheless shall retain a Lien
upon all property or funds held or collected by such Trustee (except funds held
in trust for the benefit of Holders of particular Series A Notes) to secure any
amounts then due it pursuant to the provisions of Section 5.07.

No successor Trustee shall accept appointment as provided in
this Section 5.10 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 5.08.

SECTION 5.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which a corporate Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of such Trustee, shall be the successor to the Trustee
hereunder, provided such corporation shall be eligible under the provisions of
Section 5.08, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto. In case any Series A Notes shall
have been authenticated but not delivered by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Series A Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Series A Notes.

SECTION 5.12. APPOINTMENT OF AUTHENTICATING AGENT.

At any time the Trustee may appoint an Authenticating Agent or
Agents which shall be authorized to act on behalf of the Trustee to
authenticate Series A Notes issued upon exchange, registration of transfer or
partial redemption or repurchase thereof or pursuant to Section 2.06 or 2.07,
and the Series A Notes so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Series A Notes by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation organized and doing
business under the laws of the United States of America, one of the States
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 5.12, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 5.12.

CSK Group, Ltd. Series A Indenture
<PAGE> 44
Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of an Authenticating Agent,
shall be the successor to the Authenticating Agent, provided such corporation
otherwise shall be qualified and eligible under this Section 5.12, without the
execution or filing of any instrument or any further act on the part of the
Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee at any
time may terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be qualified and eligible in
accordance with the provisions of this Section 5.12, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Series A
Note Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 5.12,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 5.07.

If an appointment is made pursuant to this Section 5.12, the
Series A Notes may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternate certificate of authentication in
the following form:

"This is one of the Series A Notes described in the
within-mentioned Indenture.

TransAtlantic Finance, Ltd.

As Trustee

By:
-----------------------

As Authenticating Agent

By:
-----------------------
Authorized Officer

CSK Group, Ltd. Series A Indenture
<PAGE> 45
ARTICLE SIX
HOLDERS' LISTS AND REPORTS BY THE COMPANY

SECTION 6.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

If the Trustee shall not be the Series A Note Registrar, the
Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than five days after each
Regular Record Date, a list, in such form as the Trustee reasonably may
require, of the names and addresses of the Holders as of each April 15 and
October 15; and

(b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a
list of similar form and content as of a date not more than five days prior to
the time such information is furnished.

At such times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, the Company shall
promptly furnish the Trustee with a copy of the then current Series B Note
Register, and the identity of the then-current trustee under the Series B
Indenture.

SECTION 6.02. PRESERVATION OF INFORMATION.

The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 6.01 or
received by the Trustee in its capacity as Series A Note Registrar. The
Trustee may destroy any list furnished to it as provided in Section 6.01 upon
receipt of a new list so furnished.

SECTION 6.03. REPORTS BY THE COMPANY.

The Company shall notify the Trustee and the trustee under the
Series B Indenture of any "Event of Default" under the Series B Indenture or
under the Series A Indenture promptly after becoming aware of any such "Event
of Default". In addition, the Company shall be subject to the requirement to
file annual or other reports with the Commission or with any securities
exchange on which the Series A Notes are listed, it shall:

(a) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission or with any securities
exchange on which the Series A Notes are listed, copies of such annual reports
and of such information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission or any such exchange from
time to time by rules and regulations may prescribe) that the Company shall be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended, or such exchange; and

CSK Group, Ltd. Series A Indenture
<PAGE> 46
(b) file with the Trustee, in accordance with the rules
and regulations prescribed from time to time by the Commission or by any
securities exchange on which the Series A Notes are listed, such additional
information, documents and reports as it shall file with the Commission or such
securities exchange with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations.

ARTICLE SEVEN
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.01. COMPANY MAY NOT CONSOLIDATE, ETC., ON CERTAIN TERMS.

The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

(a) the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States, one of the States thereof or the District
of Columbia and expressly shall assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and premium, if any, and interest
on all Series A Notes and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

(b) said corporation shall have assumed, by an
independent supplemental indenture executed and delivered to the trustee under
the Series B Indenture, and in form satisfactory to the Trustee, the due and
punctual payment of the principal of and premium, if any, and interest on all
Series B Notes and the performance of every relevant covenant of the Series B
Indenture on the part of the Company to be performed or observed;

(c) immediately after giving effect to such transaction
no Event of Default, and no event that, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing; and

(d) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
comply with this Article Seven and that all conditions precedent herein
provided for relating to such transaction have been met.

CSK Group, Ltd. Series A Indenture
<PAGE> 47
SECTION 7.02. SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation or merger by the Company with or into
any other corporation or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety to any Person in
accordance with Section 7.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter, except in the case of a lease to another Person or
where a comparable release does not occur under the Series B Indenture and
Series B Notes, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Series A Notes.

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any of the Holders, the Company, when
authorized by a majority of its entire Board of Directors, and the Trustee from
time to time and at any time may enter into one or more indentures supplemental
hereto for any of the following purposes:

(a) to evidence the succession of another corporation to
the Company and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company herein and in the Series A Notes and
in the Series B Indenture and in the Series B Notes;

(b) to add to the covenants of the Company for the
benefit of the Holders or to surrender any right or power herein conferred upon
the Company (in each case, only if comparable changes are made in the Series B
Indenture);

(c) to add any additional Event of Default (in each case,
only if comparable changes are made in the Series B Indenture);

(d) to convey, transfer, assign, mortgage or pledge to
the Trustee, as security for the Series A Notes, and to the trustee under the
Series B Indenture, as security for the Series B Notes, pari passu, any
property or assets; or

(e) to cure any ambiguity or to correct or supplement any
provision herein that may be inconsistent with any other provision herein, or
to make such other provisions in regard to matters or questions arising under
this Indenture as are not inconsistent with the provisions of this Indenture
and as shall not adversely affect the interests of the Holders or the Series B
Holders.

CSK Group, Ltd. Series A Indenture
<PAGE> 48
SECTION 8.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of (i) the Holders of not less than a
majority in aggregate principal amount of the Outstanding Series A Notes, by
Act of the Holders delivered to the Company and the Trustee, and the consent of
(ii) the Series B Holders having not less than a majority in aggregate
principal amount of the Outstanding Series B Notes, by Act of such Series B
Holders, the Company, when authorized by a majority of its entire Board of
Directors, and the Trustee from time to time and at any time may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provision to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Series A Note affected
thereby:

(a) change the Stated Maturity of the principal of, or
the Interest Payment Date with respect to any payment of interest on, any
Series A Note, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof or premium, if any, thereon, or
impair the right to institute suit for the payment on or after the Stated
Maturity thereof (or, in the case of redemption or repurchase in conformity
with Section 9.13, on or after the Redemption Date or Change of Control Payment
Date), or change the place of payment where, or the coin or currency in which,
the principal of or premium, if any, or interest on any Series A Note is
payable;

(b) reduce the percentage in principal amount of the
Outstanding Series A Notes the consent of whose Holders is required for any
waiver (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

(d) modify any of the Events of Default enumerated in
Section 4.01; or

(e) modify any of the provisions of Section 9.13 or
Article Ten in a manner adverse to the Holders.

It shall not be necessary for any Act of Holders or Act of
Series B Holders under this Section 8.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof.

SECTION 8.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

CSK Group, Ltd. Series A Indenture
<PAGE> 49
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 8.04. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon execution of any supplemental indenture under this
Article Eight, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Series A Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

SECTION 8.05. REFERENCE IN SERIES A NOTES TO SUPPLEMENTAL INDENTURES.

Series A Notes authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article Eight may, and shall, if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall
so determine, new Series A Notes so modified as to conform, in the opinion of
the Trustee and a majority of the entire Board of Directors of the Company, to
any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for the Outstanding
Series A Notes.

ARTICLE NINE
COVENANTS

SECTION 9.01. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

The Company will duly and punctually pay the principal of and
premium, if any, and interest on each of the Series A Notes in accordance with
the terms of the Series A Notes and this Indenture.

SECTION 9.02. MAINTENANCE OF OFFICE OR AGENCY.

The Company's office, at the address set forth in the notice
provision of this Indenture, shall be the place where Series A Notes may be
presented for payment, redemption or repurchase, where Series A Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Company in respect of the Series A Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and of any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Principal Office of the Trustee and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and
demands.

CSK Group, Ltd. Series A Indenture
<PAGE> 50
The Company from time to time also may designate one or more
other offices or agencies (in or outside of the above location) where the
Series A Notes may be presented or surrendered for such purposes and from time
to time may rescind such designation; provided, however, that no such
designation or rescission shall relieve the Company of its obligation to
maintain an office or agency in Arizona, for the payment of the Series A Notes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 9.03. FUNDS FOR SERIES A NOTE PAYMENTS TO BE HELD IN TRUST.

If the Company at any time shall act as its own paying agent,
on or before each due date of the principal of or premium, if any, or interest
on the Series A Notes it will in accordance with this Indenture segregate and
hold in trust for the benefit of the Persons entitled thereto a sum (or
Additional Series A Notes to the extent provided herein) sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums shall
be paid (or such Additional Series A Notes issued) to such Persons or otherwise
disposed of as herein provided and promptly will notify the Trustee of its
action or failure so to act.

Whenever the Company shall have one or more paying agents,
before each due date of the principal of or premium, if any, or interest on the
Series A Notes it will deposit with the principal paying agent a sum (or
Additional Series A Notes to the extent provided herein) sufficient to pay the
principal, premium, if any, or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium, if
any, or interest, and (unless such principal paying agent is the Trustee) the
Company promptly will notify the Trustee of its action or any failure so to
act.

The Company will cause each paying agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
paying agent shall agree with the Trustee, subject to the provisions of this
Section 9.03, that such paying agent will:

(a) hold all sums and Additional Series A Notes held by
it as such agent for the payment of the principal of or premium, if any, or
interest on the Series A Notes in trust for the benefit of the Persons entitled
thereto until such sums and Additional Series A Notes shall be paid to such
Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company
(or by any other obligor on the Series A Notes) in the making of any payment of
principal, premium, if any, or interest (including interest payable by issuance
of Additional Series A Notes); and

(c) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums and Additional Series A Notes so held in trust by such paying agent.

The Company, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, may pay
in accordance with this

CSK Group, Ltd. Series A Indenture
<PAGE> 51
Indenture, or by Company Order direct any paying agent to pay in accordance
with this Indenture, to the Trustee all funds and Additional Series A Notes
held in trust by the Company or such paying agent hereunder, such funds and
Additional Series A Notes to be held by the Trustee upon the same trusts as
those upon which such funds and Additional Series A Notes were held by the
Company or such paying agent; and upon such payment by the Company or any
paying agent to the Trustee, the Company or such paying agent shall be released
from all further liability with respect to such funds and Additional Series A
Notes.

Any funds or Additional Series A Notes deposited with the
Trustee or any paying agent, or then held by the Company, in trust for the
payment of the principal of or premium, if any, or interest on any Series A
Note and remaining unclaimed for two years after such principal, premium, if
any, or interest has become due and payable shall be paid to the Company on
Company Request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Series A Note thereafter, as an unsecured general
creditor, shall look only to the Company for payment thereof, and all liability
of the Trustee or such paying agent with respect to such funds and Additional
Series A Notes, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such payment or delivery, at the expense of
the Company may cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in Phoenix, Arizona, notice that such funds and/or Additional
Series A Notes remain unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such funds then remaining will be repaid to the Company.

SECTION 9.04. CORPORATE EXISTENCE.

Subject to the provisions of Article Seven, the Company will
do or cause to be done, and will cause each Significant Subsidiary to do or
cause to be done, all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to preserve or cause
to be preserved any such right or franchise if, in the judgment of the Company
or the relevant Significant Subsidiary, it is determined that the preservation
thereof is no longer desirable in the conduct of the business of the Company or
the Significant Subsidiary, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to the Holders.

SECTION 9.05. MAINTENANCE OF PROPERTIES.

CSK Group, Ltd. Series A Indenture
<PAGE> 52
all times; provided, however, that nothing in this Section 9.05 shall prevent
the Company or any Significant Subsidiary from discontinuing the operation or
maintenance of any of such properties if such discontinuance, in the judgment
of the Company or such Significant Subsidiary, as the case may be, is desirable
in the conduct of its business and not disadvantageous in any material respect
to the Holders.

SECTION 9.06. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or
discharged, and will cause each Significant Subsidiary to pay, discharge or
cause to be paid or discharged, before the same shall become delinquent, (a)
all material taxes, assessments and governmental charges levied or imposed upon
the Company or such Significant Subsidiary or upon the income, profits or
property of the Company or such Significant Subsidiary and (b) all lawful,
material claims for labor, materials and supplies that, if unpaid, might by law
become a Lien upon the property of the Company or such Significant Subsidiary;
provided, however, that neither the Company nor any Significant Subsidiary
shall be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith by appropriate proceedings.

SECTION 9.07. PROVISION OF REPORTS.

The Company shall furnish to the Trustee copies of semi-annual
and annual financial statements of the Company and its Subsidiaries, together
with, in the case of annual financial statements, the related auditors'
reports. The Trustee shall distribute such copies to Holders as soon as
practicable after its receipt thereof.

SECTION 9.08. WAIVER OF USURY DEFENSE.

To the extent permitted by applicable law, the Company agrees
that it will not assert, plead (as a defense or otherwise) or in any manner
whatsoever claim (and will actively resist any attempt to compel it to assert,
plead or claim) in any action, suit or proceeding that the effective interest
rate on the Series A Notes (or any interest or other amounts payable pursuant
to Section 2.03 hereof or the Series A Notes) violates present or future usury
or other laws relating to the interest payable on any indebtedness and will not
otherwise avail itself (and will actively resist any attempt to compel it to
avail itself) of the benefits or advantages of any such laws.

SECTION 9.09. WAIVER OF CERTAIN COVENANTS.

CSK Group, Ltd. Series A Indenture
<PAGE> 53
extend to or affect such covenant or condition except to the extent so
expressly waived and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect. If such covenant or condition
inures to the benefit of the Series B Note Holders, such waiver shall not be
effective absent the consent of Series B Holders having at least a majority in
principal amount of Outstanding Series B Notes.

SECTION 9.10. STATEMENT BY OFFICERS AS TO DEFAULT.

The Company will deliver to the Trustee, within 90 days after
the end of each fiscal quarter of the Company, an Officers' Certificate stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of Sections 9.01 through 9.07 or Sections 9.10 through 9.13, and if
the Company shall be in default, specifying all such defaults and the nature
and status thereof.

SECTION 9.11. LIMITATION ON INDEBTEDNESS.

Neither the Company nor any of its Subsidiaries will incur any
Indebtedness except that the Company and, if indicated below, its Subsidiaries
shall not be prohibited hereby from incurring:

(a) Indebtedness of the Company under the Series A Notes
and this Indenture, provided that the aggregate principal amount of
Indebtedness permitted to be outstanding on any date by this clause (a) shall
not exceed $10,000,000 less the aggregate principal amount of Series A Notes
that would have been redeemed, repurchased or otherwise repaid on or prior to
such date pursuant to the terms of this Indenture, as in effect on the date
hereof, plus the aggregate principal amount of any Additional Series A Notes
issued under this Indenture, and Indebtedness of the Company under the Series B
Notes issued under the Series B Indenture, provided that the aggregate
principal amount of such Indebtedness under the Series B Indenture permitted to
be outstanding on any date by this clause (a) shall not exceed $40,000,000 less
the aggregate principal amount of Series B Notes that would have been redeemed,
repurchased or otherwise repaid on or prior to such date pursuant to the terms
of this Indenture, as in effect on the date hereof, plus the aggregate
principal amount of any Additional Series B Notes issued under the Series B
Indenture;

(b) Indebtedness of the Operating Company or the Company
(which may be guaranteed by any of its Subsidiaries) under the Senior Credit
Facility, provided that the aggregate principal amount of Indebtedness
permitted to be outstanding (including pursuant to letters of credit and other
contingent obligations) on any date by this clause (b) shall not exceed
$200,000,000 ;

(c) Indebtedness of Operating Company comprising Bridge
Subordinated Debt in an aggregate principal amount not in excess of
$125,000,000 plus additional Indebtedness in lieu of payment of cash interest;

CSK Group, Ltd. Series A Indenture
<PAGE> 54
(d) Indebtedness of the Company and its Subsidiaries that
is permitted under the Senior Credit Facility, as in effect from time to time
(including without limitation, the Permanent Subordinated Debt (as defined in
the Credit Agreement pursuant to which the Senior Credit Facility is
provided));

(e) other Indebtedness of the Company or any of its
Subsidiaries, so long as, and to the extent that, the Interest Coverage Ratio
on the last day of the last fiscal quarter of the Company ended prior to the
incurrence of such Indebtedness, giving pro forma effect to the incurrence of
such Indebtedness and the application of the proceeds thereof (including,
without limitation, by giving pro forma effect in Consolidated EBITDA to
earnings of or attributable to any company or operating assets acquired with
the proceeds of such Indebtedness) on the first day of the four-quarter period
then ended, is equal to or greater than 1.00 to 1.00;

(f) Additional Indebtedness of the Company (which may
comprise Indebtedness under the Senior Credit Facility in addition to
Indebtedness otherwise herein permitted) in an aggregate principal amount at
any time outstanding not to exceed $50,000,000;

(g) Indebtedness of the Company or any of its
Subsidiaries under Interest Swap Obligations relating to Indebtedness for money
borrowed;

(h) Indebtedness of any wholly-owned Subsidiary of the
Company to the Company or any other Subsidiary of the Company or of the Company
to any of its wholly-owned Subsidiaries; and

(i) any Indebtedness of the Company or any of its
Subsidiaries the proceeds of which are used to redeem, repurchase, retire for
value, refinance or refund any Indebtedness referred to in clauses (a) through
(h) above.

SECTION 9.12. LIMITATION ON THE PAYMENT OF DIVIDENDS AND PURCHASE OF STOCK AND
NOTES.

The Company will not:

(a) declare or pay, or make or set aside, any dividend or
distribution on any share of its common stock (other than dividends payable
solely in shares of common stock of the Company);

(b) purchase, redeem or otherwise acquire or retire any
shares of its capital stock except as provided in the Certificate of
Incorporation of the Company;

(c) set apart any sum for the purchase, redemption or
other acquisition or retirement of any shares of its capital stock; or

CSK Group, Ltd. Series A Indenture
<PAGE> 55
(d) make any other distribution, by reduction of capital
or otherwise, on or with respect to any shares of its capital stock;

provided, however, that nothing in this Section 9.12 shall prohibit the Company
from repurchasing or redeeming any of its capital stock pursuant to the terms
of any subscription agreement entered into with any officer, director or
employee of the Company or any of its Subsidiaries.

The Company will not redeem, repay, prepay, purchase, retire
or otherwise acquire, refinance or refund any Series A Notes or Series B Notes
(without the consent of the Holders of a majority of Outstanding principal
under the Series A Notes and the consent of Series B Holders constituting a
majority of Outstanding principal amount of Series B Notes, and will not permit
any Subsidiary or other Person controlled by it to do so, except as expressly
permitted by this Indenture and the Series B Indenture.

SECTION 9.13. CHANGE OF CONTROL.

If at any time after the date hereof a Change of Control
occurs (the date on which the Change of Control occurs being referred to herein
as the "Change of Control Date"), then the Company shall promptly make an offer
to purchase for cash (the "Change of Control Offer"), which shall not
constitute a redemption for the purposes of Article Ten hereof except to the
extent set forth in Section 10.04(a), on the last day of the next fiscal
quarter of the Company commencing after the Change of Control Date (the "Change
of Control Payment Date"), all Series A Notes then Outstanding and all Series B
Notes then Outstanding at a purchase price equal to the price specified in the
form of Series A Note or the form of Series B Notes for optional redemptions,
together with all accrued interest to and including the Change of Control
Payment Date. Notwithstanding the foregoing and further notwithstanding the
last sentence of Section 9.12, the Company's obligation to repurchase under
this Section 9.13 is limited to the extent (i) the Operating Company has funds
legally available to redeem its preferred stock and such redemption is not
prohibited under the Senior Indebtedness or the Bridge Loan Agreement, and (ii)
such repurchase of the Series A Notes and the Series B Notes would not directly
or indirectly (with the passage of time or giving of notice) cause a default or
event of default under the Senior Indebtedness or the Bridge Loan Agreement.

Notice of the Change of Control Offer shall be mailed by the
Company not less than 25 days before the Change of Control Payment Date to the
Holders of the Series A Notes at their last registered addresses with a copy to
the Trustee. At least five Business Days prior to the Company's mailing of a
notice of Change of Control Offer, the Company shall notify the Trustee of its
obligation to offer to repurchase all of the Series A Notes. The Change of
Control Offer shall remain open from the time of mailing until the Change of
Control Payment Date. The notice shall be accompanied by a copy of the most
recent financial statements furnished pursuant to Section 9.07 hereof. The
notice shall contain all instructions and materials reasonably necessary to
enable such Holders to tender Series A

CSK Group, Ltd. Series A Indenture
<PAGE> 56
Notes pursuant to the Change of Control Offer. The notice, which shall govern
the terms of the Change of Control Offer, shall state:

(a) that the Change of Control Offer is being made
pursuant to this Section 9.13, that Series A Notes may be surrendered in whole
or in part (in denominations of $1,000 and integral multiples thereof, or, in
the case of Additional Series A Notes, in denominations of $100 and integral
multiples thereof), and that all Series A Notes will be accepted for payment;

(b) the purchase price and the Change of Control Payment
Date;

(d) that any Series A Note (or part thereof) accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date;

(e) that Holders electing to have a Series A Note
purchased pursuant to a Change of Control Offer will be required to surrender
the Series A Note, with the form entitled "Option of Holder to Elect
Repurchase" on the reverse of the Series A Note completed, to the place
specified in the notice prior to 5:00 p.m., New York City time, on the Change
of Control Payment Date;

(f) that Holders will be entitled to withdraw their
election if the Person designated in the notice receives, not later than 5:00
p.m., New York City time, on the Change of Control Payment Date, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Series A Note(s) the Holder delivered for purchase
and a statement that such Holder is withdrawing its election to have the Series
A Note(s) purchased;

(g) that Holders whose Series A Notes are purchased only
in part will be issued new Series A Notes equal in principal amount to the
unpurchased portion of the Series A Notes surrendered; and

(h) that the Company's obligation to repurchase is
limited to the extent (i) the Operating Company has funds legally available to
redeem its preferred stock and such redemption is not prohibited under the
Senior Indebtedness or the Bridge Loan Agreement, and (ii) such repurchase
would not directly or indirectly (with the passage of time or giving of notice)
cause a default or event of default under the Senior Indebtedness or the Bridge
Loan Agreement.

On the Change of Control Payment Date, the Company shall (i)
accept for payment Series A Notes or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Trustee funds sufficient to pay
the purchase price of all Series A Notes or portions thereof so tendered and
(iii) deliver to the Trustee all Series A Notes so

CSK Group, Ltd. Series A Indenture
<PAGE> 57
accepted for payment, and the Trustee shall promptly authenticate and mail to
such Holders a new Series A Note equal in principal amount to any unpurchased
portion of any Series A Note surrendered. The Company will notify the Holders
of the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

ARTICLE TEN
REDEMPTION OF SERIES A NOTES

SECTION 10.01. APPLICABILITY OF ARTICLE.

Redemption of Series A Notes at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall
be made in accordance with such provision and this Article Ten.

SECTION 10.02. OPTIONAL REDEMPTION.

Subject to the restrictions specified in this Indenture and in
the form of Series A Note, the Series A Notes may be redeemed as a whole at any
time or in part from time to time, at the redemption price and as otherwise
specified in such form of Series A Note for redemptions, together with all
accrued interest to the Redemption Date.

SECTION 10.03. ELECTION TO REDEEM.

The election by the Company to redeem Series A Notes pursuant
to Section 10.01 shall be evidenced by a resolution adopted by a majority of
the entire Board of Directors of the Company.

SECTION 10.04. SELECTION BY COMPANY OF SERIES A NOTES TO BE REDEEMED.

(a) Subject to Section 10.04(c) hereof, any Outstanding
Series A Notes (including any Outstanding Additional Series A Notes) to be
redeemed pursuant to Section 10.02 or repurchased pursuant to a Change of
Control Offer, shall be redeemed or repurchased in the following manner:

(i) If the dollar-for-dollar payment basis set forth in
Section 1.14 applies, the redemption or repurchase shall be made as provided in
that Section; provided, however, that the Outstanding Series A Notes and
Outstanding Series B Notes shall be selected for redemption in denomination of
$1,000 or integral multiples thereof unless such Series A Notes and Series B
Notes shall include Additional Series A Notes and Additional Series B Notes
which shall be in denomination of $100 or integral multiples thereof; and

(ii) All Outstanding Series A Notes and Series B Notes
(including Outstanding Additional Series A Notes and Outstanding Additional
Series B Notes) to be redeemed or repurchased in a redemption or repurchase for
which clause (i) does not apply, shall be redeemed or repurchased pro rata
among the holders of such Series A Notes and Series B

CSK Group, Ltd. Series A Indenture
<PAGE> 58
Notes in the proportion that the aggregate principal amount of Outstanding
Series A Notes or Outstanding Series B Notes (including Outstanding Additional
Series A Notes and Outstanding Additional Series B Notes) held by the holder
thereof bears to the combined aggregate principal amount of all Outstanding
Series A Notes and Outstanding Series B Notes (including Additional Series A
Notes and Additional Series B Notes); provided, however, that the Series A
Notes and Series B Notes shall be selected for redemption in denomination of
$1,000 or integral multiples thereof unless such Series A Notes and Series B
Notes shall include Additional Series A Notes and Additional Series B Notes
which shall be in denomination of $100 or integral multiples thereof.

(b) The Company shall notify the Trustee in writing not
more than 60 days nor less than 30 days prior to the Redemption Date, of the
Series A Notes selected for redemption and, in the case of any Series A Notes
selected for partial redemption, the principal amount thereof to be redeemed.

(c) For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Series
A Notes shall relate, in the case of any Series A Note redeemed or to be
redeemed only in part, to the portion of the principal amount of such Series A
Note that has been or is to be redeemed.

SECTION 10.05. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 or more than 60 days prior to the
Redemption Date, to each Holder of Series A Notes to be redeemed, at his
address appearing in the Series A Note Register.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the redemption price;

(c) if less than all the Outstanding Series A Notes are
to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Series A Notes to be redeemed;

(d) that on the Redemption Date the redemption price will
become due and payable upon each such Series A Note to be redeemed and that
interest thereon will cease to accrue on and after such date; and

(e) the place or places where such Series A Notes are to
be surrendered for payment of the redemption price.

Notice of redemption of Series A Notes to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

CSK Group, Ltd. Series A Indenture
<PAGE> 59
SECTION 10.06. DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with
the Trustee or with the paying agent (or, if the Company is acting as its own
paying agent, it shall segregate and hold in trust as provided in Section 9.03)
funds sufficient to pay the redemption price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Series A
Notes that are to be redeemed on that date.

SECTION 10.07. SERIES A NOTES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the
Series A Notes so to be redeemed shall become due and payable on the Redemption
Date, at the redemption price therein specified, and from and after such date
(unless the Company shall default in the payment of the redemption price and
accrued interest) such Series A Notes shall cease to bear interest. Upon
surrender of any such Series A Note for redemption in accordance with such
notice, such Series A Note shall be paid by the Company at the redemption
price, together with all accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Series A Notes
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 2.08.

If any Series A Note called for redemption shall not be so
paid upon surrender thereof for redemption, the principal and premium, if any,
shall, until paid, bear interest from the Redemption Date at the applicable
rate specified in Section 2.03.

SECTION 10.08. NOTES REDEEMED IN PART.

Any Series A Note that is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 9.02 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Series A Note, at the
expense of the Company, a new Series A Note or Series A Notes, of any
authorized denomination requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal
amount of the Series A Note so surrendered.

ARTICLE ELEVEN
SUBORDINATION

SECTION 11.01. AGREEMENT OF SUBORDINATION.

The Company covenants and agrees, and each Holder of Series A
Notes by his acceptance thereof likewise covenants and agrees, that all Series
A Notes shall be issued subject to the provisions of this Article Eleven; and
each Person holding any Series A Note,

CSK Group, Ltd. Series A Indenture
<PAGE> 60
whether upon original issue or exchange or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

The payment of the principal of and premium, if any, interest
and any other amount due on all Series A Notes, to the extent and in the manner
hereinafter set forth, shall be subordinated and subject in right of payment to
the prior payment in full in cash of all Senior Indebtedness (including
interest accruing after the filing of a petition by or against the Company
under any Bankruptcy Law, whether or not allowed as a claim), whether
outstanding at the date hereof or hereafter incurred.

SECTION 11.02. PAYMENTS TO HOLDERS OF SERIES A NOTES.

In the event and during the continuation of any default in the
payment of principal of, premium, if any, or interest on or any other payment
due under any Senior Indebtedness, then, unless and until such default shall
have been cured or waived, no payment or distribution shall be made by or on
behalf of the Company with respect to the principal of or premium, if any,
interest or any other payment due on or with respect to the Series A Notes or
the Series B Notes.

In the event and during the continuation of any default (other
than a default of any payment due) with respect to any Senior Indebtedness
permitting the Senior Lenders thereunder to accelerate the maturity thereof,
then, unless and until such default shall have been cured or waived, no payment
or distribution shall be made by or on behalf of the Company with respect to
the principal of or premium, if any, interest or any other payment due on or
with respect to the Series A Notes or the Series B Notes, if written notice of
such default shall have been given to the Trustee and the Company by the Bank
Agent, during the period commencing on the date on which such notice is
received by the Company and the Trustee and ending on the earlier to occur of
(a) the 179th day thereafter or (b) the day on which such default is cured or
waived; provided, however, that this sentence shall not prohibit any payment of
any installment of principal of or premium, if any, interest or any other
payment due on the Series A Notes for more than 179 days in any 365-day period
and provided, further, that no default that once formed the basis for any such
notice by the Bank Agent shall form the basis of any subsequent notice under
this paragraph. For purposes of the preceding sentence, "default" shall mean
any default or failure to observe or perform any provision of any instrument
with respect to the Senior Indebtedness which ipso facto causes the principal
and interest to be immediately due and payable, or after the giving of notice,
the expiration of any grace periods, or both, so that the Senior Lenders or
administrative agent are entitled to accelerate the maturity thereof.

CSK Group, Ltd. Series A Indenture
<PAGE> 61
Indebtedness first shall be paid in full in cash, or payment thereof provided
for in cash in accordance with its terms, before any payment is made on account
of the principal of or premium, if any, interest or any other amount due on or
with respect to the Series A Notes; and upon any such dissolution, winding-up,
liquidation, reorganization, assignment, marshaling or proceedings:

(a) the Senior Lenders shall be entitled to receive
payment in full in cash and cash equivalents of all Senior Indebtedness before
the Holders of the Series A Notes and the Trustee shall be entitled to receive
any payment of principal or premium, if any, or interest on or other amounts
payable with respect to the Series A Notes or the Series B Notes; and

(b) any payment by the Company, or distribution of assets
or securities of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Series A Notes or the
Trustee would be entitled except for the provisions of this Article Eleven,
shall be paid by the Company or by any custodian, agent or other Person making
such payment or distribution, or by any Holder, the Trustee, any paying agent
or any depository if received by it, directly to the Senior Lenders or their
representative or representatives, or the trustee or trustees under any
indenture pursuant to which any instruments evidencing any such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Senior Indebtedness in full in cash or
cash equivalents, after giving effect to any concurrent payment or distribution
to or for the Senior Lenders.

In the event that, notwithstanding the foregoing, any payment
by or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee or the Holders before all such
Senior Indebtedness is paid in full in cash, such payment or distribution shall
be held in trust for the benefit of and shall be paid over or delivered to the
Senior Lenders or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instrument evidencing any
such Senior Indebtedness may have been issued, as their respective interests
may appear, for application to the payment of all such Senior Indebtedness
remaining unpaid to the extent necessary to pay all such Senior Indebtedness in
full in cash or cash equivalents in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the benefit of the
Senior Lenders.

The consolidation of the Company with or the merger of the
Company into another corporation, or the liquidation or dissolution of the
Company following the conveyance or transfer of its property or assets as an
entirety or substantially as an entirety to another corporation, upon the terms
and conditions provided for in Article Seven, shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 11.02 if such other corporation, as a part of such consolidation,
merger, conveyance or transfer, shall comply with the conditions stated in
Article Seven. Nothing in this Section 11.02 shall apply to claims of or
payments to the Trustee pursuant to Section 5.07.

CSK Group, Ltd. Series A Indenture
<PAGE> 62
The Senior Lenders, at any time and from time to time, without
the consent of or notice to the Holders, without incurring responsibility to
the Holders and without impairing or releasing the obligations of the Holders
hereunder to the Senior Lenders, may: (a) change the manner, place or terms of
payment or change or extend the time of payment of, or renew or alter, the
Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or
any instrument evidencing the same or any agreement under which the Senior
Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing the Senior Indebtedness;
(c) release any Person liable in any manner for the collection or payment of
the Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company or any other Person.

For purposes of this Article Eleven, "payment" of or with
respect to the Series A Notes (or Series B Notes where applicable) includes any
payment, redemption, acquisition, deposit, segregation, retirement, sinking
fund payment and defeasance of or with respect to the Series A Notes, but does
not include the delivery of Outstanding or previously redeemed Series A Notes
in satisfaction of all or any part of any sinking fund payment.

SECTION 11.03. PARI PASSU STATUS WITH SERIES B NOTES

Upon any payment by the Company, or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, to creditors upon any dissolution, winding-up, total or partial
liquidation or reorganization of the Company or its property, whether voluntary
or involuntary, or any assignment for the benefit of creditors or any
marshaling of assets and liabilities, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon Series
A Notes shall be paid pari passu (or as otherwise provided for in Section 1.14)
with all amounts due or to become due upon the Series B Notes in a manner that
is in accordance, to the extent applicable, with the principles and relative
redemption rights of Series A Notes and Series B Notes set forth in Section
10.04(a).

The consolidation of the Company with or the merger of the
Company into another corporation, or the liquidation or dissolution of the
Company following the conveyance or transfer of its property or assets as an
entirety or substantially as an entirety to another corporation, upon the terms
and conditions provided for in Article Seven, shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 11.03 if such other corporation, as a part of such consolidation,
merger, conveyance or transfer, shall comply with the conditions stated in
Article Seven. Nothing in this Section 11.03 shall apply to claims of or
payments to the Trustee pursuant to Section 5.07.

SECTION 11.04. SUBROGATION OF SERIES A NOTES.

CSK Group, Ltd. Series A Indenture
<PAGE> 63
Notes shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the Senior Lenders of any cash, property or
securities to which the Holders of the Series A Notes or the Trustee would be
entitled except for the provisions of this Article Eleven, and no payment over
pursuant to the provisions of this Article Eleven to or for the benefit of the
Senior Lenders by the Holders or the Trustee, shall, as between the Company,
its creditors other than the Senior Lenders and the Holders, be deemed to be a
payment by the Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article Eleven are and are intended
solely for the purpose of defining the relative rights of the Holders on the
one hand and the Senior Lenders on the other hand.

Nothing contained in this Article Eleven or elsewhere in this
Indenture (except to the extent contemplated by Sections 1.14 and 4.02) or in
the Series A Notes is intended to or shall impair, as between the Company, its
creditors other than the Senior Lenders and the Holders, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of and premium, if any, and interest on the Series A Notes as and
when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the Holders and creditors
of the Company other than the Senior Lenders, nor shall anything herein (except
to the extent contemplated by Sections 1.14 and 4.02) or therein prevent the
Trustee or the Holder of any Series A Note from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article Eleven of the Senior Lenders
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

Upon any payment or distribution of assets or securities of
the Company referred to in this Article Eleven, the Trustee, subject to the
provisions of Section 5.01, and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation, reorganization, assignment, marshaling or
proceedings are pending, or a certificate of any Custodian, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the Senior Lenders and the holders of other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Eleven.

SECTION 11.05. AUTHORIZATION BY HOLDERS OF SERIES A NOTES.

Each Holder of a Series A Note by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article Eleven and appoints the Trustee his attorney-in-fact
for any and all such purposes including, without limitation in the event of any
dissolution, winding-up, liquidation, marshaling of assets and liabilities or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of

CSK Group, Ltd. Series A Indenture
<PAGE> 64
a claim for the unpaid principal balance of and premium, if any, and accrued
interest on and other obligations with respect to the Series A Notes in the
form required in those proceedings.

SECTION 11.06. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment or
distribution to or by the Trustee in respect of the Series A Notes pursuant to
the provisions of this Article Eleven. Notwithstanding the provisions of this
Article Eleven or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any fact that would prohibit the
making of any payment or distribution to or by the Trustee in respect of the
Series A Notes pursuant to the provisions of this Article Eleven, unless and
until a Responsible Officer shall have received written notice thereof at the
Principal Office of the Trustee from the Company or a Senior Lender or from any
trustee for Senior Indebtedness or for purposes of Section 11.03 from the
trustee for the Series B Notes; and prior to the receipt of any such written
notice the Trustee, subject to the provisions of Section 5.01, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 11.06 within one Business Day prior to the date upon which by the terms
hereof any funds may become payable for any purpose (including without
limitation the payment of the principal of or premium, if any, or interest on
any Series A Note), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such funds and to apply the same to the purpose for which they were received
and shall not be affected by any notice to the contrary that may be received by
it within one Business Day prior to such date.

The Trustee, subject to the provisions of Section 5.01, shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a Senior Lender (or a trustee or agent on behalf of
a Senior Lender) or from the trustee for the Series B Notes for purposes of
Section 11.03 to establish that such notice has been given by a Senior Lender
or a trustee or agent on behalf of any such Senior Lender. In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a Senior Lender or a holder of the Series
B Notes to participate in any payment or distribution pursuant to this Article
Eleven, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, or the amount of Series B Notes held, the extent to which
such Person is entitled to participate in such payment or distribution and any
other fact pertinent to the rights of such Person under this Article Eleven,
and if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment or distribution.

SECTION 11.07. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Eleven in respect of any Senior
Indebtedness at any time held by it, to the same

CSK Group, Ltd. Series A Indenture
<PAGE> 65
extent as any other Senior Lender, and no provision of this Indenture shall
deprive the Trustee of any of its rights as such Senior Lender.

With respect to the Senior Lenders, the Trustee undertakes to
perform or to observe only such covenants and obligations as are specifically
set forth in this Article Eleven, and no implied covenant or obligation with
respect to the Senior Lenders shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
Senior Lenders.

Whenever a distribution is to be made or a notice given to
Senior Lenders, the distribution may be made and the notice given to their
representative(s).

SECTION 11.08. NO IMPAIRMENT OF SUBORDINATION.

No right of any present or future Senior Lender to enforce
subordination as herein provided at any time in any way shall be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such Senior Lender, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such Senior Lender may
have or otherwise be charged with.

SECTION 11.09. ARTICLE ELEVEN NOT TO PREVENT EVENTS OF DEFAULT.

The failure to make a payment on account of principal,
premium, if any, interest or any other amount due hereunder or on the Series A
Notes by reason of any provision in this Article Eleven shall not be construed
as preventing the occurrence of an Event of Default under Section 4.01 but the
remedies in respect thereof are limited as set forth in Article Four and any
amounts realized through the exercise of such remedies shall be subject to the
provisions of this Article Eleven.

SECTION 11.10. CONTINUING EFFECT.

The foregoing provisions constitute a continuing offer to all
Persons who become, or continue to be, Senior Lenders; and such provisions are
made for the benefit of the Senior Lenders, and such Senior Lenders are hereby
made obligees hereunder the same as if their names were written herein as such,
and they and/or each of them may proceed to enforce such provisions and need
not prove reliance thereon.

SECTION 11.11. INDIVIDUAL RIGHTS OF SENIOR LENDERS.

A Senior Lender in its individual or any other capacity may
become the owner or pledgee of Series A Notes and may otherwise deal with the
Company or any Subsidiary or Affiliate of the Company with the same rights as
if it were not a Senior Lender.

CSK Group, Ltd. Series A Indenture
<PAGE> 66
SECTION 11.12. ARTICLE APPLICABLE TO PAYING AGENTS AND DEPOSITARIES.

In case at any time any paying agent or depository other than
the Trustee shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article shall in such case
(unless the context otherwise requires) be construed as extending to and
including such paying agent or depository within its meaning as fully for all
intents and purposes as if such paying agent or depository were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 11.07 shall not apply to the Company if it acts as paying agent.

CSK Group, Ltd. Series A Indenture
<PAGE> 67
TransAtlantic Finance, Ltd. hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly signed, and their respective corporate seals, if any, to
be hereunto affixed and attested, all as of the date first written above.

CSK GROUP, LTD.

By:
-------------------------
Name:
Title:

Attest:

By:
--------------------
Name:
Title:

TransAtlantic Finance, Ltd.

By:
-------------------------
Name:
Title:

CSK Group, Ltd. Series A Indenture
<PAGE> 68
EXHIBIT A

FORM OF SUBORDINATED SERIES A NOTE

THIS SERIES A NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED,
OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACT EXCEPT UPON
DELIVERY OF AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE
ISSUER, THAT ANY SUCH SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER MAY
PROPERLY BE MADE WITHOUT REGISTRATION UNDER SUCH ACT.

CSK GROUP, LTD.

12% Subordinated Series A Note Due October 31, 2008

No.__________ $__________

AS STATED IN THE INDENTURE REFERRED TO HEREIN, THE RIGHTS OF THE HOLDER HEREOF
ARE SUBJECT TO SUBORDINATION IN CERTAIN EVENTS TO ALL SENIOR INDEBTEDNESS (AS
DEFINED IN THE INDENTURE) OF THE COMPANY.

<PAGE> 69
Record Date for such interest, which shall be the April 15 and October 15, as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for on any Interest Payment Date
forthwith will cease to be payable to the Holder on such Regular Record Date by
virtue of his having been such Holder and shall be paid to the Person in whose
name this Series A Note is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders not less than ten days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Series A Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payment of the
principal of and premium, if any, and interest on this Series A Note will be
made at the office of the Company at the address set forth in the notice
provision of the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts or by issuing Additional Series A Notes having a principal amount
equal to the amount of such interest so payable; provided, however, that at the
option of the Company payment may be made by check or Additional Series A Notes
having a principal amount equal to the amount of such interest so payable
mailed to the Person entitled thereto at his address appearing on the Series A
Note Register in accordance with this Indenture. Notwithstanding the
foregoing, at the option of the Holder hereof the principal of and premium, if
any, and interest on this Series A Note (other than the final payment of
principal) which is paid in cash shall be paid directly to such Holder, by wire
transfer of immediately available funds, without presentment, to the address
designated by such Holder in writing. Before selling or otherwise transferring
this Series A Note, such Holder will make a notation hereon of the aggregate
amount of all payments of principal theretofore made, and of the date to which
interest has been paid.

Reference is made to the further provisions of this Series A
Note set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth on this front side of
this Series A Note.

THIS SERIES A NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS THEREOF.

This Series A Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee as provided in the Indenture.

Capitalized terms used herein that are not defined herein but
that are defined in the Indenture are used as therein defined.

Exhibit A -- Form of Series A Note

<PAGE> 70
IN WITNESS WHEREOF, CSK Group, Ltd. has caused this instrument
to be duly executed under its corporate seal.

CSK GROUP, LTD.

By:
-------------------------------

Title:
----------------------------

Attest:

- ---------------------------
Title: Secretary

Exhibit A -- Form of Series A Note
<PAGE> 71
(REVERSE OF SERIES A NOTE)

This Series A Note is one of a duly authorized issue of Series
A Notes of the Company, designated as its 12% Subordinated Series A Notes due
October 31, 2008 (the "Series A Notes"), limited in aggregate principal amount
to not more than $10,000,000, plus the aggregate principal amount of Additional
Series A Notes issued by the Company pursuant to the terms of an Indenture
dated as of October 30, 1996 (the "Indenture"), from the Company to
TransAtlantic Finance, Ltd. (the "Trustee", which term includes any successor
Trustee under the Indenture),and to be issued under such Indenture and to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of Series A
Notes and of the terms upon which the Series A Notes are, and are to be,
authenticated and delivered.

Subject to the terms of Article Ten and Eleven of the
Indenture, the Series A Notes are subject to redemption at any time or from
time to time, upon not less than 30 days' nor more than 60 days' notice, as a
whole or in part, at the election of the Company, at any time hereafter at One
Hundred and One Percent (101%) of the principal amount redeemed plus accrued
and unpaid interest thereon to the date of such redemption on the amount
redeemed.

Interest that is due and payable on or prior to any such
Redemption Date will be payable to the Holders of such Series A Notes of record
at the close of business on the relevant Record Date referred to on the face
hereof, all as provided in the Indenture.

In the event of redemption of this Series A Note in part only,
a new Series A Note or Series A Notes for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture further provides that, upon the occurrence of a
Change of Control, the Company shall notify the Trustee in writing and shall
promptly make an offer to purchase, on the last day of the next fiscal quarter
of the Company commencing after the Change of Control Date (the "Change of
Control Payment Date"), all Series A Notes then Outstanding at a purchase price
equal to the price specified in this Series A Note for optional redemption,
together with accrued interest to and including the Change of Control Payment
Date subject to certain rights of the holders of the Series B Notes to
participate in such redemption.

If an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all Series A Notes may be
declared, and upon such declaration

Exhibit A -- Form of Series A Note
<PAGE> 72
shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.

So long as any Senior Indebtedness is outstanding or the
Company shall have any outstanding obligation thereunder, the Company may not
amend or modify in certain respects any of the subordination provisions
contained in the Indenture as against any Senior Lender who has not consented
thereto.

The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Series A Notes at the time Outstanding, and
the Series B Holders of not less than a majority in aggregate principal amount
of the Series B Notes at the time Outstanding, in each case evidenced as in the
Indenture provided, to execute supplemental indentures adding any provision to
or changing in any manner or eliminating any provision of the Indenture or of
any supplemental indenture or modifying in any manner the rights of the Holders
of the Series A Notes; provided that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Series A Note affected
thereby, (a) change the Stated Maturity of the principal of, or Interest
Payment Date with respect to any payment of interest on, any Series A Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or premium, if any, thereon, or impair the right
to institute suit for the payment on or after the Stated Maturity thereof or
Interest Payment Date therefor, as the case may be (or, in the case of
redemption or repurchase, on or after the Redemption Date or Change of Control
Payment Date), or change the place of payment where, or the coin or currency in
which, the principal, premium, if any, or interest is payable, (b) reduce the
aforesaid percentage in principal amount of the Outstanding Series A Notes the
consent of whose Holders is required to waive compliance with certain
provisions of the Indenture or certain defaults thereunder or to consent to any
such supplemental indenture or (c) modify certain sections of the Indenture or
the Events of Default thereunder. The Indenture also provides that, prior to
any declaration accelerating the maturity of the Series A Notes, the Holders of
not less than 40% of the aggregate principal amount of the Series A Notes at
the time Outstanding on behalf of the Holders of all of the Series A Notes may
waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of the principal of or premium, if
any, or interest on any of the Series A Notes and certain other defaults. Any
such consent or waiver by the Holder of this Series A Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders of this Series A Note and any Series A Note that may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Series A Note or such other Series A Note.

No reference herein to the Indenture and no provision of this
Series A Note or of the Indenture (except to the extent contemplated by
Sections 1.14 and 4.02 of the Indenture) shall alter or impair the obligation
of the Company, which is absolute and

Exhibit A -- Form of Series A Note
<PAGE> 73
unconditional, to pay the principal of and premium, if any, and interest on
this Series A Note at the place, at the times, at the rate and in the manner
herein prescribed.

The Series A Notes are issuable only in registered form
(pursuant to Regulation Section 5f.103-1 of the Federal Income Tax
Regulations) without coupons in denominations of $1,000 and any integral
multiple thereof and may be transferred only by surrender of this Series A Note
and the reissuance by the Company of this Series A Note to the transferee or
the issuance by the Company of a new Series A Note or new Series A Notes to the
transferee or transferees. At the office or agency of the Company maintained
for such purpose and in the manner and subject to the limitations provided in
the Indenture, Series A Notes may be exchanged for a like aggregate principal
amount of Series A Notes of other authorized denominations.

Upon due presentment for registration of transfer of this
Series A Note at the office or agency of the Company maintained for such
purpose, a new Series A Note or Series A Notes of authorized denominations for
an equal aggregate principal amount will be issued to the transferee in
exchange herefor, subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.

The Company, the Trustee, any paying agent, and any Series A
Note Registrar may deem and treat the Person in whose name this Series A Note
is registered as the absolute owner of this Series A Note (whether or not this
Series A Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Series A Note
Registrar), for the purpose of receiving payment hereof and for all other
purposes, and none of the Company, the Trustee, any paying agent or any Series
A Note Registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered Holder, to the extent of the sum
or sums paid, shall satisfy and discharge liability for amounts payable on this
Series A Note.

The rate of interest payable hereon shall in no event exceed
the maximum rate permissible under applicable law. If interest would otherwise
be payable to the Holder hereof in excess of the maximum lawful amount, the
interest payable shall be reduced to the maximum amount permitted under
applicable law; and if the Holder shall ever receive anything of value deemed
interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive interest shall be applied to the reduction of the
principal hereof and not to payment of interest, or if such excessive interest
exceeds the unpaid balance of principal hereon, such excess shall be refunded
to the Company.

Exhibit A -- Form of Series A Note
<PAGE> 74
OPTION OF HOLDER TO ELECT REPURCHASE

IF YOU WISH TO HAVE THIS SERIES A NOTE REPURCHASED BY THE
COMPANY PURSUANT TO SECTION 9.13 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK
THE BOX: [ ] IF YOU WISH TO HAVE A PORTION OF THIS SERIES A NOTE REPURCHASED
BY THE COMPANY PURSUANT TO SECTION 9.13 OF THE INDENTURE, STATE THE AMOUNT
(WHICH MUST BE $1,000 OR INTEGRAL MULTIPLES OF $1,000 UNLESS THIS SERIES A NOTE
IS AN ADDITIONAL NOTE, IN WHICH CASE SUCH AMOUNT MUST BE $100 OR INTEGRAL
MULTIPLES OF $100):

$
------------------
DATE:
--------------
YOUR SIGNATURE:
-------------------
SIGNATURE GUARANTEE:
--------------

Exhibit A -- Form of Series A Note
<PAGE> 75
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Series A Notes referred to in the
within-mentioned Indenture.

TransAtlantic Finance, Ltd.,

as Trustee

By:
----------------------------

Authorized Officer

Exhibit A -- Form of Series A Note

<PAGE> 1
EXHIBIT 4.02

- --------------------------------------------------------------------------------

CSK GROUP, LTD.

AIBC SERVICES, N.V.

TRUSTEE

-----------------

INDENTURE

DATED AS OF OCTOBER 30, 1996

-----------------

$40,000,000

12% SUBORDINATED SERIES B NOTES DUE OCTOBER 31, 2008

- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.02. Compliance Certificate and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 1.03. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 1.04. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 1.05. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 1.06. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 1.07. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.08. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.09. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.11. GOVERNING LAW; JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.12. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.13. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 1.14 Pari Passu Payments to Series B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE TWO - THE SERIES B NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 2.01. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 2.02. Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 2.03. Date and Denomination of Series B Notes; Interest; Place of Payment . . . . . . . . . . . . 16

SECTION 2.04. Execution, Authentication and Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

CSK Group, Ltd. Series B Indenture
<PAGE> 3
<TABLE>
<S> <C>
SECTION 2.05. Temporary Series B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 2.06. Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . 19

SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Series B Notes . . . . . . . . . . . . . . . . . . . . 20

SECTION 2.08. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 2.09. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 2.10. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE THREE - SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 3.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 3.02. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE FOUR - REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4.02. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . 26

SECTION 4.03. Collection of Indebtedness and Suits for Enforcement by the Trustee . . . . . . . . . . . . 27

SECTION 4.04. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 4.05. Trustee May Enforce Claims Without Possession of Series B Notes . . . . . . . . . . . . . . 29

SECTION 4.06. Application of Funds Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 4.07. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 4.08. Unconditional Right of Holders to Receive Principal, Premium and Interest . . . . . . . . . 30

SECTION 4.09. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 4.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 4.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 4.12. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 4.13. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

CSK Group, Ltd. Series B Indenture
<PAGE> 4
<TABLE>
<S> <C>
SECTION 4.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 4.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE FIVE - THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 5.01. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 5.02. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 5.03. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 5.04. Not Responsible for Recitals or Issuance of Series B Notes . . . . . . . . . . . . . . . . 34

SECTION 5.05. May Hold Series B Notes; Paying Agent; Other Individual Rights of Trustee . . . . . . . . . 35

SECTION 5.06. Funds Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 5.07. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 5.08. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 5.09. Resignation and Removal; Appointment of a Successor . . . . . . . . . . . . . . . . . . . . 36

SECTION 5.10. Acceptance of Appointment by Successor Trustee . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 5.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . 38

SECTION 5.12. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE SIX - HOLDERS' LISTS AND REPORTS BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 6.01. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . 39

SECTION 6.02. Preservation of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 6.03. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE SEVEN - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 7.01. Company May Not Consolidate, Etc., on Certain Terms . . . . . . . . . . . . . . . . . . . . 41

SECTION 7.02. Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

iii

CSK Group, Ltd. Series B Indenture
<PAGE> 5
<TABLE>
<S> <C>
ARTICLE EIGHT - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 8.01. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . 42

SECTION 8.02. Supplemental Indentures With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 8.03. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 8.04. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 8.05. Reference in Series B Notes to Supplemental Indentures . . . . . . . . . . . . . . . . . . 44

ARTICLE NINE - COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 9.01. Payment of Principal, Premium, if any, and Interest . . . . . . . . . . . . . . . . . . . . 44

SECTION 9.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 9.03. Funds for Series B Note Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . 45

SECTION 9.04. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 9.05. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 9.06. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 9.07. Provision of Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 9.08. Waiver of Usury Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 9.09. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 9.10. Statement by Officers as to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 9.11. Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 9.12. Limitation on the Payment of Dividends and Purchase of Stock or Notes . . . . . . . . . . . 49

SECTION 9.13. Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE TEN - REDEMPTION OF SERIES B NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 10.01. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 10.02. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

CSK Group, Ltd. Series B Indenture
<PAGE> 6
<TABLE>
<S> <C>
SECTION 10.03. Election to Redeem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 10.04. Selection by Company of Series B Notes to be Redeemed . . . . . . . . . . . . . . . . . . . 52

SECTION 10.05. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 10.06. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 10.07. Series B Notes Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 10.08. Series B Notes Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE ELEVEN - SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 11.01. Agreement of Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 11.02. Payments to Holders of Series B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 11.03. Pari Passu Status with Series B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

SECTION 11.04. Subrogation of Series B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

SECTION 11.05. Authorization by Holders of Series B Notes . . . . . . . . . . . . . . . . . . . . . . . . 58

SECTION 11.06. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 11.07. Trustee's Relation to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 11.08. No Impairment of Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 11.09. Article Eleven Not to Prevent Events of Default . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 11.10. Continuing Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 11.11. Individual Rights of Senior Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 11.12. Article Applicable to Paying Agents and Depositaries . . . . . . . . . . . . . . . . . . . 61
</TABLE>

CSK Group, Ltd. Series B Indenture
<PAGE> 7
This INDENTURE is dated as of October 30, 1996 from CSK GROUP, LTD., a
Delaware corporation (the "Company"), to AIBC SERVICES( N.V., a Netherlands
Antilles corporation (the "Trustee").

RECITALS OF THE COMPANY

For its lawful corporate purposes, the Company has duly authorized the
issue of its 12% Subordinated Series B Notes due October 31, 2008 (the "Series
B Notes") of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture.

All acts and things necessary to make the Series B Notes, when
executed by the Company and authenticated and delivered by the Trustee, as
provided in this Indenture, the valid, binding and legal obligations of the
Company, and to constitute this Indenture a valid agreement according to its
terms, have been done and performed, and the execution of this Indenture and
the issue hereunder of the Series B Notes in all respects have been duly
authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

In consideration of the premises and the purchase and acceptance of
the Series B Notes by the Holders thereof, the Company covenants and agrees
with the Trustee for the equal and proportionate benefit of the Holders from
time to time of the Series B Notes as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS.

The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes
of this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. The words "herein,"
"hereof" and "hereunder" and words of similar import refer to this Indenture as
a whole and not to any particular Article, Section or other subdivision. The
terms defined in this Article One include the plural as well as the singular.

Act, when used with respect to any Holder, has the meaning specified
in Section 1.04.
<PAGE> 8
Additional Series A Note means any Additional Series A Note issued in
lieu of cash payment of interest accrued on any outstanding Series A Note
(including an Additional Series A Note) pursuant to the Series A Indenture.

Additional Series B Note means any Additional Series B Note issued in
lieu of cash payment of interest accrued on any outstanding Series B Note
(including an Additional Series B Note) pursuant hereto.

Affiliate of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract, proxy or
otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

Authenticating Agent means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Series B Notes.

Bank Agent means (a) The Chase Manhattan Bank as long as The Chase
Manhattan Bank is the Administrative Agent under the Senior Credit Facility and
(b) thereafter, any other administrative agent under the Senior Credit
Facility.

Bankruptcy Law means Title 11 of the U.S. Code or any similar Federal
or state law for the relief of debtors.

Business Day means any day on which banking institutions in both
Curacao, Netherlands Antilles, and New York, New York are open for business.

Bridge Loan Agreement means (i) the Bridge Loan Agreement entered into
pursuant to the Commitment Letter dated as of September 27, 1996 among
Operating Company, DLJ Bridge Finance, Inc. and Merrill Lynch Capital
Corporation, or (ii) the Note Purchase Agreement, as either may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

Bridge Subordinated Debt means the subordinated bridge loans, the notes
issued pursuant to the Note Purchase Agreement and related indenture or any
notes issued in exchange for such notes pursuant to the Bridge Loan Agreement.

Change of Control means, (a) at any time prior to an initial Public
Offering by the Company, Investcorp and Investcorp's Affiliates together cease
to own, directly or indirectly, in the aggregate, a majority of the issued and
outstanding voting capital stock of the Company (any such indirect ownership of
the voting capital stock of the Company to be measured by multiplying (i)
Investcorp's and Investcorp's Affiliates' aggregate percentage interest in the
voting power of the voting stock of any other Person which holds voting stock

CSK Group, Ltd. Series B Indenture
<PAGE> 9
of the Company by (ii) the percentage interest of the voting stock of the
Company held, directly or indirectly, by such other Person), and (b) at any
time after an initial Public Offering by the Company, if any Person (other than
(w) Investcorp, any of Investcorp's Affiliates, The Carmel Trust, any member of
The Carmel Group and any Person that is a member of senior management of the
Company, (x) any entity the majority of the equity ownership interests of which
is owned by Investcorp, any of Investcorp's Affiliates, The Carmel Trust, any
member of The Carmel Group or members of senior management of the Company, (y)
any Person acting in the capacity of an underwriter, and (z) any transferee who
acquires, either directly or indirectly, voting stock of the Company from The
Carmel Trust or any member of The Carmel Group (except to the extent such
transferee's shares were acquired on the public market)) whether singly or in
concert with one or more Persons, directly or indirectly, acquires 35% or more,
on a fully diluted basis, of the outstanding voting stock of the Company
(excluding, for purposes of such determination, the percentage, on a fully
diluted basis, of the voting stock of the Company outstanding on the date
hereof and owned, directly or indirectly, by such Person or Persons).

Change of Control Date has the meaning specified in Section 9.13.

Change of Control Offer has the meaning specified in Section 9.13.

Change of Control Payment Date has the meaning specified in Section
9.13.

Commission means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing, the body performing its duties at such time.

Company Order or Company Request means a written order or request
signed in the name of the Company by its Chairman of the Board, a Vice
Chairman, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

Consolidated EBITDA means, for any period, the consolidated net income
of the Company and its Subsidiaries for such period, plus, without duplication
and to the extent reflected as a charge in the statement of such consolidated
net income for such period, the sum of (a) taxes measured by income, (b)
interest expense, amortization or write-off of debt discount, debt issuance,
warrant and other equity issuance costs and commissions, discounts, redemption
premium and other fees and charges associated with Indebtedness under the
Senior Credit Facility, Series A Notes, Series B Notes, the Bridge Subordinated
Debt or any other Indebtedness of the Company or its Subsidiaries permitted
hereunder (including the

CSK Group, Ltd. Series B Indenture
<PAGE> 10
acquisition or repayment thereof), (c) cost of surety bonds, (d) depreciation
and amortization expense, (e) amortization of inventory write-up under APB 16,
amortization of intangibles (including, but not limited to, goodwill and costs
of interest-rate caps) and organization costs, (f) non-cash amortization of
financing leases, and (g) any other write- downs, write-offs, minority
interests and other non-cash charges in determining such consolidated net
income for such period.

Credit Agreement means the credit agreement dated as of October 30,
1996, among Operating Company, The Chase Manhattan Bank as Administrative
Agent, Lehman Commercial Paper Inc., as Documentation Agent and Chase
Securities Inc., as Arranger, and the financial institutions which are parties
thereto from time to time, as amended from time to time including amendments
increasing the principal thereunder.

Custodian means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

Defaulted Interest has the meaning specified in Section 2.08.

Event of Default has the meaning specified in Section 4.01.

Fiscal Year of the Company means the fiscal year of the Company in
effect at the time of any determination thereof.

GAAP means generally accepted accounting principles in effect in the
United States of America on the date of this Indenture.

Holder means a Person in whose name at the time of any determination
thereof a particular Series B Note is registered on the Series B Note Register.

Indebtedness means the principal of and premium, if any, and interest
on, any of the following, whether outstanding at the date hereof or hereafter
incurred, created, assumed or guarantied:

(a) all indebtedness of the Company for borrowed money (including
any indebtedness secured by a Lien that is (i) given to secure all or part of
the purchase price of property subject thereto, whether given to the vendor of
such property or to another, or (ii) existing on property at the time of
acquisition thereof);

(b) all indebtedness and liabilities of the Company evidenced by
notes, Series A Notes, Series B Notes, bonds or other securities sold by the
Company for value;

(c) all liabilities under letters of credit issued for the account
of the Company, including without limitation reimbursement obligations;

CSK Group, Ltd. Series B Indenture
<PAGE> 11
(d) all obligations of the Company under capital leases (the
capitalized amount of which is being deemed "principal" for purposes of this
definition);

(e) all indebtedness and liabilities of others of the kinds
described in any of the preceding clauses (a), (b) and (c) and all lease
obligations of others of the kind described in the preceding clause (d) or the
following clause (f) assumed by or guarantied in any manner by the Company or
in effect guarantied by the Company through an agreement to purchase,
contingent or otherwise;

(f) all Interest Swap Obligations in respect of Indebtedness
referred to in clause (a); and

(g) all renewals, extensions and refundings of indebtedness and
liabilities of the kinds described in any of the preceding clauses (a), (b),
(c), (e) and (f) and all renewals, extensions and refundings of lease
obligations of the kinds described in either of the preceding clauses (d) and
(e),

Indenture means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented.

Interest Coverage Ratio means, on the last day of any fiscal quarter of
the Company, the ratio of (a) Consolidated EBITDA for the period of four fiscal
quarters ending on such day (or, if shorter, the period commencing on the first
day of the first fiscal quarter commencing on or after the date of this
Indenture and ending on such day) to (b) cash interest expense (including fees
payable on account of letters of credit and in respect of surety bonds, but
excluding, to the extent included in interest expense in accordance with GAAP,
amortization of interest rate caps and debt discount (including discount of
liabilities and reserves established under APB 16), costs of debt issuance and
interest expense on customer deposits) for such period net of interest income,
in each case on a consolidated basis for the Company and its Subsidiaries.

Interest Payment Date means each date on which payment of interest is
due in respect of the Series B Notes in accordance with the terms thereof, and
shall be April 30 and October 31 in each year, commencing April 30, 1997.

Interest Swap Obligations means the obligations of any Person pursuant
to any arrangement with any other Person whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed

CSK Group, Ltd. Series B Indenture
<PAGE> 12
rate of interest on a stated notational amount in exchange for periodic
payments made by such other Person calculated by applying a fixed or a floating
rate of interest on the same notational amount.

Investcorp means INVESTCORP S.A., a company organized under the laws
of Luxembourg and as of the date hereof having an address at 37 rue Notre Dame,
Luxembourg.

Investcorp's Affiliates means (a) any Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, Investcorp or (b) any Person who is a director or officer (i) of
Investcorp, (ii) of any wholly-owned Subsidiary of Investcorp or (iii) of any
Person described in clause (a) above, or (c) any Person which is a transferee
of any such Person described in clause (a) above, is a company incorporated in
the Cayman Islands and with which Investcorp or one of its affiliates has an
administrative relationship. For purposes of this definition, "control" of a
Person shall mean the power, directly or indirectly, (A) to vote more than 50%
of the securities having ordinary voting power for the election of directors of
such person, whether by ownership of securities, contract, proxy or otherwise,
or (B) to direct or cause the direction of the management and policies of such
Person, whether by ownership of securities, contract, proxy or otherwise.

Lien means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such property or assets (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

Maturity, when used with respect to any Series B Note, means the date
on which the principal of such Series B Note becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

Note Purchase Agreement means the Purchase Agreement dated October 23,
1996 among Operating Company and Donaldson, Lufkin & Jenrette Securities
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated and related
indenture as either may be amended, supplemented or otherwise modified from
time to time in accordance with its terms.

Officers' Certificate means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President and by the
Treasurer, an Assistant Treasurer, the Chief Financial Officer, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

CSK Group, Ltd. Series B Indenture
<PAGE> 13
Operating Company means Northern Automotive Corporation, an Arizona
Corporation, and its successors and assigns.

Opinion of Counsel means an opinion in writing signed by legal counsel
acceptable to the Trustee.

Outstanding, when used with reference to Series B Notes, means, as of
the date of determination, all Series B Notes authenticated and delivered by
the Trustee under this Indenture, except:

(a) Series B Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(b) Series B Notes, or portions thereof, for the payment or
redemption of which funds in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own paying agent), provided that if such Series B
Notes are to be redeemed, notice of such redemption shall have been given
pursuant to this Indenture or provision satisfactory to the Trustee shall have
been made for giving such notice; and

(c) Series B Notes in exchange for which, or in lieu of, other
Series B Notes which shall have been authenticated and delivered pursuant to
the terms of Section 2.07 unless proof satisfactory to the Trustee is presented
that any such Series B Notes are held by bona fide holders in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Series B Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Series B Notes
owned by the Company, any other obligor on the Series B Notes or any Subsidiary
of the Company shall be deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Series B Notes that the Trustee knows to be so owned shall be so disregarded.
Series B Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Series B Notes and that the
pledgee is not the Company or any other obligor on the Series B Notes or a
Subsidiary of the Company.

Outstanding, when used with reference to Series A Notes, has the
meaning set forth in the Series A Indenture.

Person means a corporation, an association, a partnership, a joint
venture, an organization, a trust, an individual or a government or any agency
or political subdivision thereof.

CSK Group, Ltd. Series B Indenture
<PAGE> 14
Principal Office of the Trustee means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered.

Public Offering means the sale by the Company of at least 25% of its
then outstanding voting stock (after giving effect thereto) pursuant to an
effective registration statement (other than a registration statement on Form
S-4, S-8 or any successor or similar forms) filed under the Securities Act of
1933, as amended, and in compliance with all applicable state securities laws.

Redemption Date, when used with respect to any Series B Note to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

Regular Record Date, for the interest payable on any Interest Payment
Date, means the April 15 or October 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

Responsible Officer means any officer of the Trustee.

Senior Credit Facility means the credit facilities under the Credit
Agreement, including all obligations of Operating Company and its Subsidiaries
to be incurred thereunder, and, any related notes, collateral documents, letter
of credit applications and guaranties, and any increases, renewals, extensions,
refundings, deferrals, restructurings, amendments, modifications, replacements
or refinancings of any of the foregoing (whether or not provided by the lenders
under the original Credit Agreement).

Senior Indebtedness means, whether now existing or hereafter incurred,
(a) guaranties by the Company of Indebtedness and other monetary obligations of
Operating Company under the Senior Credit Facility pursuant to the Holdings
Guarantee and Holdings Pledge Agreement (as defined in the Credit Agreement
pursuant to which the Senior Credit Facility is provided), (b) renewals,
extensions, refundings, deferrals, restructurings, amendments and modifications
of any such indebtedness, obligation or guaranty up to an aggregate principal
amount of $200,000,000, (c) obligations of the Company pursuant to any pledge
agreements with respect to the capital stock of Operating Company owned by the
Company to support the guaranties described in clause (a) above, and (d) any
Interest Swap Obligations related to payment obligations on Indebtedness in
respect of the Senior Credit Facility incurred by the Company or any
Significant Subsidiary or guaranteed by the Company; unless, in the case of
(a), (b), (c) or (d), by the terms of the instrument creating, governing or
evidencing such indebtedness, obligation or guaranty, it is provided that such
indebtedness, obligation or guaranty is not senior or superior in right of
payment to both the Series A Notes and Series B Notes; and provided that Senior
Indebtedness shall not include any indebtedness, obligation or guaranty of the
Company (i) to or in favor of any Subsidiary of the Company, (ii) to trade
creditors for materials and supplies purchased in the ordinary course of
business (iii) to any Person arising out of any lawsuit against the Company or
any of its Subsidiaries, including any settlement thereof or (iv) evidenced by
the Series A Notes or

CSK Group, Ltd. Series B Indenture
<PAGE> 15
the Series B Notes. If any Senior Indebtedness under the Senior Credit
Facility is disallowed, avoided or subordinated pursuant to the provisions of
Section 548 of the Bankruptcy Law or any applicable state fraudulent conveyance
law, it shall nevertheless constitute Senior Indebtedness.

Senior Lender means the Person or Persons to whom the Company is
obligated under any Senior Indebtedness on any date.

Series A Holder means a Person in whose name at the time of any
determination thereof a particular Series A Note is registered on the Series A
Note Register.

Series A Indenture means certain Indenture dated October 30, 1996 as
originally executed or, if amended or supplemented as therein provided, as so
amended or supplemented.

Series A Note Register means the Series A Note Register maintained
pursuant to the Series A Indenture.

Series A Notes means the 12% Subordinated Series A Notes due October
31, 2008 issued under the Series A Indenture.

Series B Notes has the meaning specified in the Recitals hereto.

Series B Note Register and Series B Note Registrar have the respective
meanings specified in Section 2.06.

Significant Subsidiary means, on any date, any Subsidiary of the
Company (a) the book value of the assets of which amounts to 10% or more of the
book value of the consolidated total assets of the Company and its consolidated
Subsidiaries taken as a whole, or (b) the revenues of which for the most recent
fiscal quarter amount to 10% or more of the consolidated revenues of the
Company and its consolidated Subsidiaries for such quarter, in each case as
determined in accordance with GAAP on the basis of the Company's most recently
available consolidated financial statements.

Special Record Date, for the payment of any Defaulted Interest, means
a date fixed by the Trustee pursuant to Section 2.08.

Stated Maturity means the date specified in the Series B Notes as the
fixed date on which the principal of the Series B Notes is due and payable in
full.

CSK Group, Ltd. Series B Indenture
<PAGE> 16
that ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

The Carmel Trust means The Carmel Trust, a trust governed by the laws
of Canada.

The Carmel Group means (a) any Person which, directly or indirectly, is
in control of, is controlled by, or is under common control with, The Carmel
Trust, (b) any Person who is (i) a beneficiary or trustee of The Carmel Trust
(ii) an officer or director of any Company of which The Carmel Trust owns 100%
of the voting stock or (iii) an officer or director of any Person described in
clause (a) above. For purposes of this definition, "control" of a Person shall
mean the power, directly or indirectly, (A) to vote more than 50% of the
securities having ordinary voting power for the election of directors of such
person, whether by ownership of securities, contract, proxy or otherwise, or
(B) to direct or cause the direction of the management and policies of such
Person, whether by ownership of securities, contract, proxy or otherwise.

Trustee means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the provisions of Article Five, and thereafter "Trustee" shall mean such
successor Trustee.

SECTION 1.02. COMPLIANCE CERTIFICATE AND OPINIONS.

Except for requests for authentication, upon any application or
request by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee (a) an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such
documents specifically is required by any provision of this Indenture relating
to such particular application or request no additional certificate or opinion
shall be requested by the Trustee.

SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by or
covered by an opinion of any specified Person, it is not necessary that all
such matters be certified by or covered by the opinion of only one such Person,
or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

CSK Group, Ltd. Series B Indenture
<PAGE> 17
certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such certificate
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of or representations by an officer or officers
of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous and provided that
the Person issuing the certificate or opinion or representation is authorized
to issue the certificate or opinion or representation on behalf of the Person
in respect of which such certificate or opinion or representation is issued.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.04. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is expressly required by this Indenture,
to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) herein sometimes are referred to as the "Act" of
the Holders (or "Act of the Series A Holders") signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company if made in the manner
provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate also shall constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, also may be proved
in any other reasonable manner that the Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice,
consent, waiver or Act of the Holder of any Series B Note shall bind every
future Holder of the same Series B

CSK Group, Ltd. Series B Indenture
<PAGE> 18
Note and the Holder of every Series B Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Series B Note.

(e) Upon the Trustee's request, the Company shall certify as to
the identity of the then-current trustee under the Series A Indenture. For all
purposes of this Indenture, the certification of that trustee as to the Act of
the Series A Holders shall be conclusive.

SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent,
waiver, Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder, the trustee under the Series A
Indenture or the Company shall be sufficient for every purpose hereunder if in
writing and sent to the Trustee in care of AMACO N.V. by personal delivery,
overnight courier or first-class mail, postage prepaid, return receipt
requested, at P.O. Box 3141, Kaya Jombi Mensing #36, Curacao, Netherlands
Antilles, or by telecopier at 559-9-615-392, with a copy to Gibson, Dunn &
Crutcher, 200 Park Avenue, New York, New York 10166-0193, or by telecopier at
(212) 351-4035, in each case addressed to the attention of Charles Marquis,
Esq., and with copies to INVESTCORP International Inc., 280 Park Avenue, 37th
Floor West, New York, New York 10017, or by telecopier (212) 983-7073 in each
case addressed to the attention of Jon P. Hedley or his designee, and to The
Carmel Trust, care of The Trump Group, by personal delivery, overnight courier
or first-class mail, postage prepaid, return receipt requested, at 4 Stagecoach
Run, East Brunswick N.J. 08816, or by telecopier at (908) 390-3319, in each
case sent to James Lieb or his designee or at such other address or telecopier
number as is set forth in a notice theretofore given by the Trustee to the
Holders, the trustee under the Series A Indenture and the Company,

(b) the Company by the Trustee, the trustee under the Series A
Indenture or any Holder shall be sufficient for every purpose hereunder if in
writing and sent to the Company by personal delivery, overnight courier or
first-class mail, postage prepaid, return receipt requested, at 645 E. Missouri
Avenue, Phoenix, Arizona 85012, or by telecopier (602) 234-1713, in each case
sent to the President, with a copy to Gibson, Dunn & Crutcher, 200 Park Avenue,
New York, New York 10166-0193, or by telecopier at (212) 351-4035, in each case
addressed to the attention of Charles Marquis, Esq., and with copies to
INVESTCORP International Inc., 280 Park Avenue, 37th Floor West, New York, New
York 10017, or by telecopier (212) 983-7073 in each case addressed to the
attention of Jon P. Hedley or his designee, and to The Carmel Trust, care of
The Trump Group, by personal delivery, overnight courier or first-class mail,
postage prepaid, return receipt requested, at 4 Stagecoach Run, East Brunswick
N.J. 08816, or by telecopier at (908) 390-3319, in each case sent to James Lieb
or his designee, or at such

CSK Group, Ltd. Series B Indenture
<PAGE> 19
other address or telecopier number, or at such other address or telecopier
number, or to such other Person's attention, as is set forth in a notice
theretofore given by the Company to the Trustee, the trustee under the Series A
Indenture and the Holders, or

(c) the trustee under the Series A Indenture by the Trustee, the
Company or any Holder shall be sufficient for every purpose hereunder if in
writing and sent to trustee under the Series A Indenture, care of The Trump
Group, by personal delivery, overnight courier or first-class mail, postage
prepaid, return receipt requested, at 4 Stagecoach Run, East Brunswick N.J.
08816, or by telecopier at (908) 390-3319, in each case sent to James Lieb or
his designee, with a copy to Gibson, Dunn & Crutcher, 200 Park Avenue, New
York, New York 10166-0193, or by telecopier at (212) 351- 4035, in each case
addressed to the attention of Charles Marquis, Esq., and with copies to
INVESTCORP International Inc., 280 Park Avenue, 37th Floor West, New York, New
York 10017, or by telecopier (212) 983-7073 in each case addressed to the
attention of Jon P. Hedley or his designee, or at such other address or
telecopier number, or to such other Person's attention, as is set forth in a
notice theretofore given by the trustee under the Series A Indenture to the
Company, the Trustee and the Holders.

SECTION 1.06. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice of any event or report to
Holders, such notice or report shall be deemed to have been given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, return receipt requested, to each Holder affected thereby, at
his address as it appears in the Series B Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice or report. In any case where notice to Holders is to be given,
neither the failure to send such notice, nor any defect in any notice, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.

If by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

CSK Group, Ltd. Series B Indenture
<PAGE> 20
SECTION 1.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The table of contents and the titles and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only
and are not to be considered a part hereof and in no way shall modify or
restrict any of the terms or provisions hereof.

SECTION 1.08. SUCCESSORS AND ASSIGNS.

All the covenants and agreements of the Company in this Indenture
shall bind its successors and assigns whether so expressed or not.

SECTION 1.09. SEPARABILITY CLAUSE.

If any provision of this Indenture or in the Series B Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired thereby.

SECTION 1.10. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Series B Notes, express or
implied, shall give any Person any benefit or any legal or equitable right,
remedy or claim under this Indenture, other than the parties hereto (and except
for holders of Senior Indebtedness, who shall be third party beneficiaries of
this Indenture, and also except for Series A Holders to the extent of rights or
benefits specifically set forth herein as inuring to Series A Holders), any
paying agent, any Series B Note Registrar and their successors hereunder and
the Holders of Series B Notes.

SECTION 1.11. GOVERNING LAW; JURISDICTION.

THIS INDENTURE AND EACH SERIES B NOTE SHALL BE DEEMED TO BE CONTRACTS
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE. Any claim arising under
this Indenture shall be brought only in a state or Federal court in the City of
New York, State of New York, and the Company, the Trustee and any Holders of
Series B Notes issued pursuant to this Indenture hereby consent to the exercise
of the jurisdiction by any such court.

SECTION 1.12. EXECUTION IN COUNTERPARTS.

This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts together shall constitute but
one and the same instrument.

CSK Group, Ltd. Series B Indenture
<PAGE> 21
SECTION 1.13. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date or Change
of Control Payment Date or the Stated Maturity of any Series B Note shall not
be a Business Day, then (notwithstanding any other provision of this Indenture
or the Series B Notes) payment of principal of or premium, if any, or interest
on any Series B Note due on such date need not be made or effected on such date
but may be made or effected on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date, Redemption Date or
Change of Control Payment Date or at the Stated Maturity, provided that no
interest shall accrue with respect to the payment of principal, premium, if
any, or interest that is due on such Interest Payment Date, Redemption Date,
Change of Control Payment Date or Stated Maturity, as the case may be, from
such date until such next succeeding Business Day.

SECTION 1.14 PARI PASSU PAYMENTS TO SERIES B NOTES

The Series A Notes and Series B Notes are pari passu, subject to the
provisions of this Section. Notwithstanding anything in this Indenture or any
Series B Note to the contrary, all payments of principal on Outstanding Series
B Notes (including Outstanding Additional Series B Notes) under this Indenture
shall be paid on a dollar-for-dollar basis with all payments of principal on
Series A Notes (including Outstanding Additional Series A Notes); provided,
however, that if the Holders of the Series A Notes have declined to be redeemed
to the fullest extent permitted under Section 9.13 of this Indenture upon any
Change of Control, then principal on the Outstanding Series A Notes (including
Outstanding Additional Series A Notes) and on the Outstanding Series B Notes
(including Outstanding Additional Series B Notes) thereafter shall be paid pro
rata (rather than on a dollar-for-dollar basis) among the holders of such
Series A Notes or Series B Notes in the proportion that the aggregate amount of
principal due under such Series A Notes (including Outstanding Additional
Series A Notes) or Series B Notes (including Outstanding Additional Series B
Notes) held by the holder thereof bears to the combined aggregate amount of
principal due under both the Series A Notes (including Outstanding Additional
Series A Notes) and the Series B Notes (including Outstanding Additional Series
B Notes). Thereafter the Series B Notes which remain Outstanding shall be
retired in accordance with the Series B Indenture. Thereafter the Series B
Notes which remain Outstanding shall be retired in accordance with this
Indenture.

Any payment upon the Series B Notes in violation of this Section or
any other Section of this Indenture impresses a constructive trust upon the
recipients of such payment in an aggregate amount equal to the portion of such
aggregate payment required to have been paid upon the Outstanding Series A
Notes under this Section or such other applicable Section, which trust may be
enforced by the trustee under the Series A Indenture on behalf of the
Outstanding Series A Notes.

CSK Group, Ltd. Series B Indenture
<PAGE> 22
ARTICLE TWO
THE SERIES B NOTES

SECTION 2.01. FORMS GENERALLY.

The Series B Notes and the Trustee's certificate of authentication to
be borne by the Series B Notes shall be in substantially the form set forth on
Exhibit A, which is hereby incorporated in and made a part of this Indenture,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Series B Notes, as evidenced by their execution of the Series B
Notes. Any portion of the text of any Series B Note may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Series B Note.

The definitive Series B Notes may be typed, printed, lithographed or
engraved or produced by any combination of these methods, but if listed on any
securities exchange shall be produced in a manner permitted by the rules of any
such securities exchange, all as may be determined by the officers executing
such Series B Notes, as evidenced by their execution of such Series B Notes.

SECTION 2.02. TITLE AND TERMS.

The Series B Notes shall be designated as "12% Subordinated Series B
Notes due October 31, 2008." Series B Notes in the principal amount specified
in the Company Order referred to in the third paragraph of Section 2.04 may be
executed by the Company and delivered to the Trustee for authentication upon
the execution of this Indenture, or from time to time thereafter, and the
Trustee thereupon shall authenticate and deliver such Series B Notes as
provided in such Company Order; provided that the aggregate principal amount of
all Series B Notes at any time Outstanding (except for Series B Notes issued in
lieu of or in substitution for destroyed, lost or stolen Series B Notes as
provided in Section 2.07) shall not exceed $40,000,000 plus the aggregate
principal amount of Additional Series B Notes issued by the Company pursuant to
the terms hereof in respect of interest accrued on outstanding Series B Notes.

SECTION 2.03. DATE AND DENOMINATION OF SERIES B NOTES; INTEREST; PLACE OF
PAYMENT.

The Stated Maturity of the Series B Notes shall be October 31, 2008,
and they shall bear interest at the rate of 12% per annum from the date upon
which such Series B Notes are originally issued under this Indenture or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, until Maturity. Interest on the Series B
Notes shall be computed on the basis of twelve 30-day months and to

CSK Group, Ltd. Series B Indenture
<PAGE> 23
be paid on the actual number of days elapsed in a 360-day year. Interest shall
be paid in cash to the extent that (i) the Operating Company has funds legally
available to pay cash dividends on its preferred stock and payment of such cash
dividends is not prohibited under the Senior Indebtedness or the Bridge Loan
Agreement, and (ii) the making of such cash interest payment would not directly
or indirectly (with the passage of time or giving of notice) cause a default or
event of default under the Senior Indebtedness or the Bridge Loan Agreement.
To the extent that the cash interest payment required to be made (after giving
effect to the preceding sentence) is not sufficient to pay the interest
payments due upon any Interest Payment Date under both the Series A Notes and
Series B Notes in full in cash, then the cash shall be allocated to the
interest payments pro rata among the holders of such Series A Notes or Series B
Notes in the proportion that the aggregate amount of interest due under such
Series A Notes or Series B Notes held by the holder thereof bears to the
combined aggregate amount of interest due under both Series A Notes and Series
B Notes. To the extent any interest payment on Series B Notes due upon any
Interest Payment Date is not paid in full in cash, the Company shall pay such
interest payment by the issuance of Additional Series B Notes having a
principal amount equal to the amount of interest not paid in cash on such
Interest Payment Date. Interest shall be payable semi-annually in arrears on
each April 30 and October 31, commencing April 30, 1997 and at Maturity.
Interest shall be payable on any overdue principal and on any overdue interest,
to the extent that the payment of such interest shall be legally enforceable,
at the rate of 14% per annum.

The principal of and premium, if any, and cash interest on the Series
B Notes shall be payable, and any Additional Series B Notes shall be issued, at
the office or agency of the Company maintained for such purpose in Curacao,
Netherlands Antilles. To the extent such payments are to be made in cash, such
cash payment will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts; provided, however, that, at the option of the Company (and
provided that comparable payments on Series A Notes are to be paid in such
manner), any payments made in cash may be made by check mailed to the Person
entitled thereto at his address appearing on the Series B Note Register.
Notwithstanding the foregoing, the principal of and premium, if any, and
interest, to the extent such interest is to be paid in cash, on any Series B
Note (other than the final payment of principal on a Series B Note) at the
option of the Holder thereof shall be paid directly to such Holder, by wire
transfer of immediately available funds, without presentment, to the address
designated by such Holder in writing. Before selling or otherwise transferring
any Series B Note, the Holder thereof shall make a notation thereon of the
aggregate amount of all payments of principal theretofore made, and of the date
to which interest has been paid; the failure of the Holder to do so shall not,
however, prejudice the right of the Company to demonstrate the payment of such
principal and interest. The issuance of Additional Series B Notes in lieu of
the payment of cash as specified herein on any Interest Payment Date shall
constitute full payment of accrued and unpaid interest with respect to such
Interest Payment Date.

The Series B Notes shall be issuable in registered form without
coupons in denominations of $1,000 or any integral multiple thereof, or, in the
case of Additional Series

CSK Group, Ltd. Series B Indenture
<PAGE> 24
B Notes, $100 or any integral multiple thereof (or any lesser amount to the
extent necessary). Every Series B Note shall be dated the date of its
authentication, shall bear interest from the applicable date and shall be
payable on the dates specified on the face of the form of Series B Note.

The rate of interest payable on any Series B Note shall in no event
exceed the maximum rate permissible under applicable law. If interest would
otherwise be payable to the Holder of a Series B Note in excess of the maximum
lawful amount, the interest payable shall be reduced to the maximum amount
permitted under applicable law; and if the Holder shall ever receive anything
of value deemed interest under applicable law in excess of the maximum lawful
amount, an amount equal to any excessive interest shall be applied to the
reduction of the principal of the Series B Note and not to payment of interest,
or if such excessive interest exceeds the unpaid balance of principal on the
Series B Note, such excess shall be refunded to the Company.

SECTION 2.04. EXECUTION, AUTHENTICATION AND DELIVERY.

The Series B Notes shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman, its President or a Vice President,
under its corporate seal reproduced thereon attested to by its Secretary or an
Assistant Secretary. The signature of any of these officers on the Series B
Notes may be manual or facsimile.

Series B Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Series B
Notes or did not hold such offices at the date of such Series B Notes.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Series B Notes executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Series B Notes; and the Trustee in
accordance with such Company Order shall authenticate and deliver such Series B
Notes as in this Indenture provided and not otherwise. In the case of a
Company Order relating to the issuance of Additional Series B Notes, such
Company Order shall also demonstrate the computation of the principal amount of
Additional Series B Notes issuable to each Holder.

No Series B Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Series B
Note a certificate of authentication substantially in the form provided for on
Exhibit A, manually executed by the Trustee, and such certificate upon any
Series B Note shall be conclusive evidence, and the only evidence, that such
Series B Note has been duly authenticated and delivered hereunder.

CSK Group, Ltd. Series B Indenture
<PAGE> 25
SECTION 2.05. TEMPORARY SERIES B NOTES.

Pending the preparation of definitive Series B Notes, the Company may
execute and upon Company Order the Trustee shall authenticate and deliver
temporary Series B Notes (which may be printed, lithographed, typewritten or
otherwise produced) in any authorized denomination and substantially in the
form of the definitive Series B Notes in lieu of which they are issued, but
with such appropriate omissions, insertions and variations as the officers
executing such Series B Notes may determine, as evidenced by their execution of
such Series B Notes. Every such temporary Series B Note shall be executed by
the Company and authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Series B Notes. Without unreasonable delay the Company will execute and
deliver to the Trustee definitive Series B Notes and thereupon the temporary
Series B Notes may be surrendered in exchange for definitive Series B Notes at
the Principal Office of the Trustee without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Series B Notes, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange for the temporary Series B Notes an equal aggregate principal amount
of definitive Series B Notes. Until so exchanged, the temporary Series B Notes
in all respects shall be entitled to the same benefits under this Indenture as
definitive Series B Notes.

SECTION 2.06. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

All of the Series B Notes issued under this Indenture shall be
registered as to both principal and interest as specified in the Series B
Notes. The Company shall cause to be kept at the Principal Office of the
Trustee a register (the "Series B Note Register") in which, subject to such
reasonable regulations as the Trustee may prescribe, Series B Notes shall be
registered and the transfer of Series B Notes shall be registered as provided
in this Article Two. The Series B Note Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. The Trustee hereby is appointed "Series B Note Registrar" for the
purpose of registering Series B Notes and transfers of Series B Notes as herein
provided.

Upon due presentment for registration of transfer of any Series B Note
at any such office or agency maintained by the Company for such purpose, the
Company shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Series B Note or Series B Notes for
an equal aggregate principal amount.

At the option of the Holder, Series B Notes may be exchanged for a
like aggregate principal amount of Series B Notes of other authorized
denominations. Series B Notes to be exchanged shall be surrendered at the
Principal Office of the Trustee and the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor the Series B Note or Series
B Notes which the Holder making the exchange shall be entitled to receive.

CSK Group, Ltd. Series B Indenture
<PAGE> 26
Every Series B Note presented for registration of transfer or for
exchange (if so required by the Company or the Trustee) shall be duly endorsed
by, or be accompanied by a written instrument of transfer in form satisfactory
to the Company and the Series B Note Registrar duly executed by, the Holder or
his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Series B Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith, other than an exchange pursuant to Section 2.05, 8.05,
9.13 or 10.08.

The Company shall not be required to (a) issue, register the transfer
of or exchange any Series B Note during a period beginning at the opening of
business 15 days before the day of the mailing of (i) a notice of redemption of
Series B Notes selected for redemption or (ii) a Change of Control Offer
pursuant to Section 9.13, and ending at the close of business on the day of
such mailing or (b) register the transfer of or exchange any Series B Note
selected for redemption or to be repurchased pursuant to Section 9.13, in whole
or in part, except the unredeemed or unrepurchased portion of any Series B Note
being redeemed or repurchased in part.

All Series B Notes issued upon any registration of transfer or
exchange of Series B Notes shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Series B Notes surrendered upon such registration of transfer
or exchange.

SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SERIES B NOTES.

If any Series B Note shall become mutilated or be destroyed, lost or
stolen, the Company in its discretion may execute, and upon its request the
Trustee shall authenticate and deliver, a new Series B Note, bearing a number
not contemporaneously Outstanding, in exchange and substitution for the
mutilated Series B Note, or in lieu of and in substitution for the Series B
Note so destroyed, lost or stolen. In every case the applicant for a
substitute Series B Note shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Series B Note and of the
ownership thereof.

Upon the issuance of any substitute Series B Note, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expense connected
therewith. If any Series B Note that has matured or is about to mature or has
been called for redemption shall become mutilated or be destroyed, lost or
stolen, the Company, instead of issuing a substitute Series B Note, may pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Series B Note) if the applicant for such payment shall furnish
to the Company and to the Trustee such security or indemnity as may be required
by them to save

CSK Group, Ltd. Series B Indenture
<PAGE> 27
each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to them of the destruction, loss or theft of such Series B Note
and of the ownership thereof.

Every substitute Series B Note issued pursuant to the provisions of
this Section 2.07 by virtue of the fact that any Series B Note is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Series B Note shall be
found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with all other Series B Notes duly issued
hereunder.

To the extent permitted by law, all Series B Notes shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Series B Notes and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

SECTION 2.08. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Series B Note that is payable (including, without
limitation, by issuance of Additional Series B Notes), and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Series B Note is registered at the close of business on the
Regular Record Date for such interest.

Any interest on any Series B Note that is payable (including, without
limitation, by issuance of Additional Series B Notes), but is not punctually
paid or otherwise duly provided for, on any Interest Payment Date ("Defaulted
Interest") forthwith will cease to be payable to the Holder on the relevant
Regular Record Date by virtue of his having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below:

(a) The Company may elect to make payment (including, without
limitation, by issuance of Additional Series B Notes) any Defaulted Interest to
the Persons in whose names the Series B Notes are registered on the Series B
Note Register at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Series B Note and of the proposed payment date. At
the same time the Company shall deposit with the Trustee funds in an amount
(or, to the extent so provided herein, Additional Series B Notes in a principal
amount) equal to the aggregate amount of Defaulted Interest proposed to be
paid, or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such funds (or Additional Series B
Notes) when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as provided in this clause (a). Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall

CSK Group, Ltd. Series B Indenture
<PAGE> 28
be not more than 15 days and not less than ten days prior to the date of the
proposed payment and not less than ten days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee promptly shall notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid
to each Holder at his address as it appears on the Series B Note Register, not
less than ten days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Series B Notes are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
clause (b).

(b) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series B Notes may be listed, and upon such notice as may
be required by such exchange if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause (b), such manner of
payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.08, each Series
B Note delivered under this Indenture upon registration of transfer or in
exchange for or in lieu of any other Series B Note shall carry the rights of
interest accrued and unpaid, and to accrue, that were carried by such other
Series B Note.

SECTION 2.09. PERSONS DEEMED OWNERS.

Prior to due presentment of a Series B Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Series B Note is registered as the
owner of such Series B Note for the purpose of receiving payment of principal
of and premium, if any, and (subject to Section 2.08) interest on such Series B
Note and for all other purposes whatsoever, whether or not the interest,
premium, if any, or principal of such Series B Note shall be or have become
due, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.

SECTION 2.10. CANCELLATION.

All Series B Notes surrendered for payment, redemption, exchange or
registration of transfer, if surrendered to any Person other than the Trustee,
shall be surrendered to the Trustee and promptly canceled by it. The Company
at any time may deliver to the Trustee for cancellation any Series B Note
previously authenticated and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Series B Notes so delivered promptly
shall be canceled by the Trustee. No Series B Note shall be issued in lieu of
or in exchange for any Series B Note canceled as provided in this

CSK Group, Ltd. Series B Indenture
<PAGE> 29
Section 2.10, except as expressly permitted by this Indenture. All canceled
Series B Notes held by the Trustee shall be disposed of as directed by a
Company Order. If the Company shall acquire any of the Series B Notes, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Series B Notes unless and until the same are
delivered to the Trustee for cancellation.

ARTICLE THREE
SATISFACTION AND DISCHARGE

SECTION 3.01. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture upon Company Request shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Series B Notes herein expressly provided for), and the Trustee, at
the expense of the Company, shall execute such instruments as the Company
reasonably may request acknowledging satisfaction and discharge of this
Indenture, when:

(a) either

(i) all Series B Notes theretofore authenticated and
delivered (other than (A) Series B Notes that have been exchanged, mutilated,
destroyed, lost or stolen and that have been replaced or paid as provided in
Section 2.07 and (B) Series B Notes for whose payment funds theretofore have
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 9.03) have been delivered to the Trustee for cancellation; or

(ii) all such Series B Notes not theretofore delivered to
the Trustee for cancellation

(A) have become due and payable,

(B) will become due and payable at their Stated
Maturity within one year, or

(C) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (A), (B) or (C) above, has deposited or caused
to be deposited in accordance with this Indenture with the Trustee as trust
funds an amount sufficient to pay and discharge the entire indebtedness on such
Series B Notes not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Series B Notes that have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

CSK Group, Ltd. Series B Indenture
<PAGE> 30
(b) the Company has paid or caused to be paid all other amounts
payable hereunder by the Company in accordance with this Indenture; and

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 5.07, the obligations
of the Trustee to any Authenticating Agent under Section 5.12 and, if funds
shall have been deposited with the Trustee pursuant to Section 3.01(a), the
obligations of the Trustee under Section 3.02 and the last paragraph of Section
9.03 shall survive.

SECTION 3.02. APPLICATION OF TRUST FUNDS.

Subject to the provisions of Section 9.03, all funds deposited with
the Trustee pursuant to Section 3.01 shall be held in trust and applied by it,
in accordance with the provisions of the Series B Notes and this Indenture, to
the payment, either directly or through any paying agent (including the Company
if acting as its own paying agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose
payment such funds have been deposited with the Trustee.

ARTICLE FOUR
REMEDIES

SECTION 4.01. EVENTS OF DEFAULT.

"Event of Default," wherever used herein, means any one or more of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(a) default in the payment of any interest (including interest
payable by the issuance of Additional Series B Notes pursuant to Section 2.03)
on any Series B Note when such interest becomes due and payable, and
continuance of such default for a period of 30 days;;

(b) default in the payment of the principal of or premium, if any,
on any Series B Note at Maturity;

CSK Group, Ltd. Series B Indenture
<PAGE> 31
(d) failure on the part of the Company duly to observe or perform
any of the covenants or agreements on the part of the Company to be performed
and set forth in Section 9.12 which continues for a period of 30 days after the
date on which there has been given, by registered or certified mail, to the
Company and the Trustee by the Holders of at least 40% in aggregate principal
amount of the Series B Notes at the time Outstanding, a written notice
specifying such failure and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder;

(e) a default under any bond, debenture or other evidence of
Indebtedness of the Company (other than the Series A Notes and Series B Notes)
or any Significant Subsidiary, or under any mortgage, indenture or other
instrument under which there may be issued or by which there may be secured or
evidenced Indebtedness for money borrowed by the Company or such Significant
Subsidiary (including without limitation the Senior Credit Facility), whether
such Indebtedness now exists or hereafter shall be created, which Indebtedness
has a principal amount of $50,000,000 or more, and which default has resulted
in such Indebtedness being declared due and payable, without such acceleration
having been rescinded or annulled;

(f) failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company set forth
in the Series B Notes or in this Indenture which continues for a period of 30
days after the date on which there has been given, by registered or certified
mail, to the Company and the Trustee by the Holders of at least 40% in
aggregate principal amount of the Series B Notes at the time Outstanding, a
written notice specifying such failure and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;

(g) the Company or any Significant Subsidiary, pursuant to or
within the meaning of any Bankruptcy Law:

(A) commences a voluntary case or proceeding;

(B) consents to the entry of an order for relief
against it in an involuntary case or proceeding;

(D) makes a general assignment for the benefit of
its creditors; or

(E) admits in writing its inability to pay its
debts generally as they become due;

(h) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

CSK Group, Ltd. Series B Indenture
<PAGE> 32
(A) is for relief against the Company or any
Significant Subsidiary in an involuntary case or proceeding;

(B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of their
respective properties; or

(i) default in the payment of any interest (including interest
payable by the issuance of Additional Series A Notes pursuant to the Series A
Indenture) on any Series A Note when such interest becomes due and payable, and
continuance of such default for a period of 30 days; and

(j) if the principal of and premium, if any, and the accrued
interest on all of the Series A Notes has been declared immediately due and
payable due to an Event of Default under the Series A Indenture,

and, in each case under clause (g) or (h), such order or decree remains
unstayed, undismissed, undischarged or unbonded and in effect for 60 days.

SECTION 4.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs under clause (g), (h) or (j) of Section
4.01 then the principal of and premium, if any, and the accrued interest on all
the Series B Notes shall become due and payable in cash immediately. If any
other Event of Default occurs and is continuing, then, and in every such case,
the Holders of not less than 40% in aggregate principal amount of the Series B
Notes then Outstanding, by notice in writing to the Company and to the Trustee,
may declare the principal amount of all the Series B Notes to be due and
payable in cash, and upon any such declaration such principal amount shall
become due and payable upon receipt by the Company and the Trustee of such
written notice given hereunder.

At any time after such a declaration of acceleration has been made and
before a judgment or decree for the payment of the amount due has been obtained
by the Trustee as hereinafter provided in this Article Four, the Holders of a
majority in aggregate principal amount of the Outstanding Series B Notes, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

(a) the Company has paid or deposited with the Trustee a sum (or
Additional Series B Notes to the extent any such amount was originally payable
by the issuance of Additional Series B Notes pursuant to Section 2.03)
sufficient to pay:

(i) the amount of all overdue installments of interest on
all Series B Notes in the case of an Event of Default specified in Section
4.01(a),

CSK Group, Ltd. Series B Indenture
<PAGE> 33
(ii) the principal of and premium, if any, on all Series B
Notes that have become due to the extent such amounts have become due otherwise
than by such declaration of acceleration, and interest thereon (to the extent
that payment of such interest is lawful) at the applicable rate provided in
Section 2.03 in the case of an Event of Default specified in Section 4.01(b),

(iii) to the extent that payment of such interest is
lawful, interest upon overdue interest at the applicable rate provided in
Section 2.03, and

(iv) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

(b) all Events of Default, other than the nonpayment of the
principal of Series B Notes that have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 4.13.

No such rescission shall affect any subsequent default or impair any
right consequent thereon.

SECTION 4.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY THE
TRUSTEE.

The Company covenants that if:

(a) default is made in the payment of interest on any Series B
Note when such interest becomes due and payable and such default continues for
a period of 30 days, or

(b) default is made in the payment of the principal of or premium,
if any, on any Series B Note at the Maturity thereof,

the Company, upon demand of the Trustee, will pay to the Trustee in accordance
with this Indenture, for the benefit of the Holders of such Series B Notes, the
defaulted amount then due and payable on such Series B Notes for principal,
premium, if any, and interest, with interest (to the extent that payment of
interest on overdue interest is enforceable under applicable law) upon overdue
interest, at the applicable rate provided in Section 2.03, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

CSK Group, Ltd. Series B Indenture
<PAGE> 34
obligor on the Series B Notes and collect the money adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor on the Series B Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee at the
request of the Holders of not less than 40% in aggregate principal amount of
the Outstanding Series B Notes will proceed to protect and enforce its rights
and the rights of the Holders by such judicial proceedings as such Holders
shall request to protect and enforce such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 4.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor on the Series
B Notes or the property of the Company or of such other obligor or their
creditors, the Trustee, irrespective of whether the principal of the Series B
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest, at the request of
a majority in aggregate principal amount of the Outstanding Series B Notes, by
intervention in such proceedings or otherwise:

(a) will file and prove a claim for the whole amount of principal,
premium, if any, and interest owing and unpaid in respect of the Series B Notes
and file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceedings; and

(b) will collect and receive any funds or other property payable
or deliverable on any such claims and distribute the same;

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Series B
Notes or the rights of any Holder or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

CSK Group, Ltd. Series B Indenture
<PAGE> 35
SECTION 4.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SERIES B NOTES.

All rights of action and claims under this Indenture or the Series B
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Series B Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, shall be for
the ratable benefit of the Holders of the Series B Notes in respect of which
such judgment has been recovered.

SECTION 4.06. APPLICATION OF FUNDS COLLECTED.

Any funds and Additional Series B Notes collected by the Trustee
pursuant to this Article Four shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
funds on account of principal, premium, if any, or interest, upon presentation
of the Series B Notes and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

First: to the payment of all amounts due the Trustee under Section
5.07;

Second: subject to Article 11 hereof, to the payment of the amounts
then due and unpaid for principal of and premium, if any, and interest on the
Series B Notes in respect of which or for the benefit of which such funds have
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Series B Notes for principal, premium,
if any, and interest, respectively; and

Third: the balance, if any, to the Company.

SECTION 4.07. LIMITATION ON SUITS.

No Holder of a Series B Note shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

(a) such Holder previously has given to the Trustee written notice
of a continuing Event of Default;

(b) the Holders of not less than 40% in aggregate principal amount
of the Outstanding Series B Notes shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

CSK Group, Ltd. Series B Indenture
<PAGE> 36
(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such
proceeding; and

(e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of not less than
40% in aggregate principal amount of the Outstanding Series B Notes;

SECTION 4.08. UNCONDITIonal Right of Holders to Receive Principal, Premium and
INTEREST.

Notwithstanding any other provision in this Indenture (other than
Section 1.14), the Holder of any Series B Note shall have the right, which is
absolute and unconditional, to receive payment of the principal of and premium,
if any, and (subject to Section 2.08) interest on such Series B Note at
Maturity, or on the applicable Interest Payment Date, as the case may be, as
provided in this Indenture (or, in the case of redemption or repurchase in
conformity with Section 9.13, on the Redemption Date or the Change of Control
Payment Date, respectively), and to institute suit for the enforcement of any
such payment and such rights shall not be impaired or affected without the
consent of such Holder.

SECTION 4.09. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 4.10. RIGHTS AND REMEDIES CUMULATIVE.

CSK Group, Ltd. Series B Indenture
<PAGE> 37
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

SECTION 4.11. DELAY OR OMISSION NOT WAIVER.

No delay or omission on the part of the Trustee or of any Holder of
any Series B Note to exercise any right or power accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article Four or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by or at
the direction of the Holders.

SECTION 4.12. CONTROL BY HOLDERS.

The Holders of not less than 40% in aggregate principal amount of the
Outstanding Series B Notes shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. The Trustee shall not
take any actions under this Article Four except for actions taken to implement
the instructions of the Holders.

SECTION 4.13. WAIVER OF PAST DEFAULTS.

The Holders of a majority in aggregate principal amount of the
Outstanding Series B Notes on behalf of the Holders of all of the Series B
Notes may waive any past default hereunder and its consequences except a
default

(a) in the payment of the principal of or premium, if any, or
interest on any Series B Note, or

(b) in respect of a covenant or provision hereof that under
Article Eight cannot be modified or amended without the consent of the Holder
of each Outstanding Series B Note affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

No such waiver as to any default in any provision inuring to the
benefit of the Series A Holders shall be effective without the consent of
Series A Holders having a majority in aggregate principal amount of Outstanding
Series A Notes.

CSK Group, Ltd. Series B Indenture
<PAGE> 38
SECTION 4.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Series B
Note by his acceptance thereof shall be deemed to have agreed, that any court
in its discretion may require, as a condition to initiating or maintaining any
suit for the enforcement of any right or remedy under this Indenture or any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit and that such court in its discretion may assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 4.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than
40% in principal amount of the Outstanding Series B Notes or to any suit
instituted by any Holder pursuant to Section 4.07 hereof for the enforcement of
the payment of the principal of or premium, if any, or interest on any Series B
Note on or after the Stated Maturity, or on the applicable Interest Payment
Date, as the case may be, as provided in this Indenture (or, in the case of
redemption or repurchase, on or after the Redemption Date or Change of Control
Payment Date).

SECTION 4.15. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it lawfully may do so) that
it will not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it lawfully
may do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee or the Holders, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE FIVE
THE TRUSTEE

SECTION 5.01. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) The Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee.

CSK Group, Ltd. Series B Indenture
<PAGE> 39
examine the same to determine whether or not they conform to the requirements
of this Indenture.

(c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act or its own willful misconduct, except that:

(i) this Section 5.01(c) shall not be construed to limit
the effect of Section 5.01(a) or 5.01(b);

(ii) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Trustee was grossly negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the
Outstanding Series B Notes relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture; and

(iv) no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 5.01.

SECTION 5.02. NOTICE OF DEFAULTS.

Within 60 days after learning of the occurrence of a default
hereunder, the Trustee shall mail to all Holders, as their names and addresses
appear in the Series B Note Register, notice of all defaults known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice. For the purpose of this Section 5.02, the term "default" means any
event that is, or after notice or lapse of time would become, an Event of
Default.

SECTION 5.03. CERTAIN RIGHTS OF TRUSTEE.

(a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note, Series
A Note, Series B Note or other paper or

CSK Group, Ltd. Series B Indenture
<PAGE> 40
document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

(b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of a majority of the entire Board of Directors
may be evidenced by a copy thereof certified by the Secretary or an Assistant
Secretary of the Company.

(c) Whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed), in the absence of gross negligence or bad
faith on its part, may rely on an Officers' Certificate.

(d) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.

(e) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in complying with such request, order or direction.

(f) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, bond, debenture, note, Series A Note, Series B Note or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and if the Trustee
shall determine to make such further inquiry or investigation it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney.

(g) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed by it with due care
hereunder.

SECTION 5.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SERIES B NOTES.

The recitals contained herein and in the Series B Notes (except the
Trustee's certificate of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Series B Notes. The Trustee shall not be accountable for
the use or application by the Company of Series B Notes or the proceeds
thereof.

CSK Group, Ltd. Series B Indenture
<PAGE> 41
SECTION 5.05. MAY HOLD SEries B Notes; Paying Agent; Other Individual Rights
OF TRUSTEE.

The Trustee, any Authenticating Agent, any paying agent, the Series B
Note Registrar or any other agent of the Company, in its individual or any
other capacity, may be or become the owner or pledgee of Series B Notes and
otherwise may deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, paying agent, Series B Note Registrar
or other agent. Until the Company shall appoint another paying agent
hereunder, the Trustee shall act as paying agent. The Trustee, the
Authenticating Agent and any paying agent may be an Affiliate of the Company.

SECTION 5.06. FUNDS HELD IN TRUST.

Funds held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any funds received by it hereunder except as
otherwise agreed with the Company.

SECTION 5.07. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(b) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) except any such expense, disbursement
or advance as may be attributable to its gross negligence or willful
misconduct; and

(c) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without gross negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

The obligations of the Company under this Section 5.07 shall be
secured by a Lien prior to that of the Series B Notes upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Series B Notes.

CSK Group, Ltd. Series B Indenture
<PAGE> 42
SECTION 5.08. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which (unless also a
Holder or Affiliate thereof) shall be a corporation organized and doing
business under the laws of the Netherlands Antilles or the United States of
America, one of the States thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
5.08, the Trustee shall resign immediately in the manner and with the effect
specified in this Article Five.

SECTION 5.09. RESIGNATION AND REMOVAL; APPOINTMENT OF A SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of
a successor Trustee shall become effective until the acceptance of appointment
by the successor Trustee under Section 5.10.

(b) The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
required by Section 5.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

(c) The Trustee may be removed at any time by the Act of the
Holders of a majority in aggregate principal amount of the Outstanding Series B
Notes delivered to the Trustee and to the Company.

(d) If at any time the Trustee (i) shall cease to be eligible
under Section 5.08 and shall fail to resign after written request therefor by
the Holders of at least 40% in aggregate principal amount of the Outstanding
Series B Notes, or (ii) shall become incapable of acting, or shall be adjudged
a bankrupt or an insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation; then, in any such case, the Holders of a majority
in aggregate principal amount of the Outstanding Series B Notes may remove the
Trustee and appoint a successor Trustee by an Act of such Holders, in
triplicate, one copy of which instrument shall be delivered to the Trustee so
removed, the successor Trustee and to the Company or, subject to the provisions
of Section 4.14, the Holders of at least 40% in aggregate principal amount of
the Outstanding Series B Notes, on behalf of themselves and all others
similarly situated, may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

CSK Group, Ltd. Series B Indenture
<PAGE> 43
of a successor Trustee by the Company, the Company, by order of a majority of
the entire Board of Directors, promptly shall appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such a vacancy, a successor Trustee shall be appointed by Act of
the Holders of 40% in aggregate principal amount of the Outstanding Series B
Notes delivered to the Company and the retiring Trustee, the successor Trustee
so appointed, forthwith upon its acceptance of such appointment, shall become
the successor Trustee and supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company
or by the Holders and accepted appointment in the manner hereinafter provided,
subject to Section 4.14, the Holders of at least 40% in aggregate principal
amount of the Outstanding Series B Notes, on behalf of themselves and all
others similarly situated, may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Series B Note Register.
Each notice shall include the name of the successor Trustee and the address of
the Principal Office of the successor Trustee.

SECTION 5.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

Any successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of its predecessor Trustee hereunder; but, on request
of the Company or the successor Trustee, such predecessor Trustee, upon payment
of any amounts then due it pursuant to the provisions of Section 5.07, shall
execute and deliver an instrument transferring to such successor Trustee all
the rights and powers of such predecessor Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and funds held by
such predecessor Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts. Any Trustee ceasing to act nevertheless shall
retain a Lien upon all property or funds held or collected by such Trustee
(except funds held in trust for the benefit of Holders of particular Series B
Notes) to secure any amounts then due it pursuant to the provisions of Section
5.07.

No successor Trustee shall accept appointment as provided in this
Section 5.10 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 5.08.

CSK Group, Ltd. Series B Indenture
<PAGE> 44
SECTION 5.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which a corporate Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of such Trustee, shall be the successor to the Trustee
hereunder, provided such corporation shall be eligible under the provisions of
Section 5.08, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto. In case any Series B Notes shall
have been authenticated but not delivered by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Series B Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Series B Notes.

SECTION 5.12. APPOINTMENT OF AUTHENTICATING AGENT.

At any time the Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Series B Notes issued upon exchange, registration of transfer or partial
redemption or repurchase thereof or pursuant to Section 2.06 or 2.07, and the
Series B Notes so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Series B Notes by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation organized and doing
business under the laws of the Netherland Antilles or the United States of
America, one of the States thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.12, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 5.12.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent, shall be the successor
to the Authenticating Agent, provided such corporation otherwise shall be
qualified and eligible under this Section 5.12, without the execution or filing
of any instrument or any further act on the part of the Trustee or the
Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee at any time may
terminate the

CSK Group, Ltd. Series B Indenture
<PAGE> 45
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be qualified and eligible in accordance
with the provisions of this Section 5.12, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Series B Note Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent
herein.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 5.12, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 5.07.

If an appointment is made pursuant to this Section 5.12, the Series B
Notes may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

"This is one of the Series B Notes described in the within-mentioned
Indenture.

AIBC Services, N.V.

As Trustee

By:
--------------------------

As Authenticating Agent

By: "
--------------------------
Authorized Officer

ARTICLE SIX
HOLDERS' LISTS AND REPORTS BY THE COMPANY

SECTION 6.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

If the Trustee shall not be the Series B Note Registrar, the Company
will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than five days after each Regular
Record Date, a list, in such form as the Trustee reasonably may require, of the
names and addresses of the Holders as of each April 15 and October 15; and

CSK Group, Ltd. Series B Indenture
<PAGE> 46
(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, a list of
similar form and content as of a date not more than five days prior to the time
such information is furnished.

At such times as the Trustee may request in writing within 30 days
after receipt by the Company of any such request, the Company shall promptly
furnish the Trustee with a copy of the then-current Series A Note Register, and
the identity of the then-current trustee under the Series A Indenture.

SECTION 6.02. PRESERVATION OF INFORMATION.

The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 6.01 or received by the
Trustee in its capacity as Series B Note Registrar. The Trustee may destroy
any list furnished to it as provided in Section 6.01 upon receipt of a new list
so furnished.

SECTION 6.03. REPORTS BY THE COMPANY.

The Company shall notify the Trustee and the trustee under the Series
B Indenture of any "Event of Default" under the Series B Indenture or under the
Series A Indenture promptly after becoming aware of any such "Event of
Default". In addition, if the Company shall be subject to the requirement to
file annual or other reports with the Commission or with any securities
exchange on which the Series B Notes are listed, it shall:

(a) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission or with any securities exchange
on which the Series B Notes are listed, copies of such annual reports and of
such information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission or any such exchange from time to time
by rules and regulations may prescribe) that the Company shall be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, or such exchange; and

(b) file with the Trustee, in accordance with the rules and
regulations prescribed from time to time by the Commission or by any securities
exchange on which the Series B Notes are listed, such additional information,
documents and reports as it shall file with the Commission or such securities
exchange with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules
and regulations.

CSK Group, Ltd. Series B Indenture
<PAGE> 47
ARTICLE SEVEN
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.01. COMPANY MAY NOT CONSOLIDATE, ETC., ON CERTAIN TERMS.

The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

(a) the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation organized and existing under the laws of the
United States, one of the States thereof or the District of Columbia and
expressly shall assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and premium, if any, and interest on all
Series B Notes and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

(b) said corporation shall have assumed, by an independent
supplemental indenture executed and delivered to the trustee under the Series A
Indenture, and in form satisfactory to the Trustee, the due and punctual
payment of the principal of and premium, if any, and interest on all Series A
Notes and the performance of every relevant covenant of the Series A Indenture
on the part of the Company to be performed or observed;

(c) immediately after giving effect to such transaction no Event
of Default, and no event that, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and

SECTION 7.02. SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation or merger by the Company with or into any other
corporation or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety to any Person in accordance with
Section 7.01, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in

CSK Group, Ltd. Series B Indenture
<PAGE> 48
the case of a lease to another Person or where a comparable release does not
occur under the Series A Indenture and Series A Notes, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Series B Notes.

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

(a) to evidence the succession of another corporation to the
Company and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company herein and in the Series B Notes and
in the Series A Indenture and in the Series A Notes;

(b) to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company
(in each case, only if comparable changes are made in the Series A Indenture);

(c) to add any additional Event of Default (in each case, only if
comparable changes are made in the Series A Indenture);

(d) to convey, transfer, assign, mortgage or pledge to the
Trustee, as security for the Series B Notes, and to the trustee under the
Series A Indenture, as a security for the Series A Notes, pari passu, any
property or assets; or

SECTION 8.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of (i) the Holders of not less than a majority in
aggregate principal amount of the Outstanding Series B Notes, by Act of the
Holders delivered to the Company and the Trustee, and the consent of (ii) the
Series A Holders having not less than a majority in aggregate principal amount
of the Outstanding Series A Notes, by Act of such Series A Holders, the
Company, when authorized by a majority of its entire Board of Directors, and
the Trustee from time to time and at any time may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provision to or
changing in any

CSK Group, Ltd. Series B Indenture
<PAGE> 49
manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Series B Note affected thereby:

(a) change the Stated Maturity of the principal of, or the
Interest Payment Date with respect to any payment of interest on, any Series B
Note, or reduce the rate or extend the time of payment of interest thereon, or
reduce the principal amount thereof or premium, if any, thereon, or impair the
right to institute suit for the payment on or after the Stated Maturity thereof
(or, in the case of redemption or repurchase in conformity with Section 9.13,
on or after the Redemption Date or Change of Control Payment Date), or change
the place of payment where, or the coin or currency in which, the principal of
or premium, if any, or interest on any Series B Note is payable;

(b) reduce the percentage in principal amount of the Outstanding
Series B Notes the consent of whose Holders is required for any waiver (or
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture;

(d) modify any of the Events of Default enumerated in Section
4.01; or

(e) modify any of the provisions of Section 9.13 or Article Ten in
a manner adverse to the Holders.

It shall not be necessary for any Act of Holders or Act of Series A
Holders under this Section 8.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.

SECTION 8.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Eight or the modification
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

SECTION 8.04. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon execution of any supplemental indenture under this Article Eight,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall

CSK Group, Ltd. Series B Indenture
<PAGE> 50
form a part of this Indenture for all purposes; and every Holder of Series B
Notes theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby.

SECTION 8.05. REFERENCE IN SERIES B NOTES TO SUPPLEMENTAL INDENTURES.

Series B Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Eight may, and shall, if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall
so determine, new Series B Notes so modified as to conform, in the opinion of
the Trustee and a majority of the entire Board of Directors of the Company, to
any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for the Outstanding
Series B Notes.

ARTICLE NINE
COVENANTS

SECTION 9.01. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

The Company will duly and punctually pay the principal of and premium,
if any, and interest on each of the Series B Notes in accordance with the terms
of the Series B Notes and this Indenture.

SECTION 9.02. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in Curacao, Netherland Antilles, an office
or agency where Series B Notes may be presented for payment, redemption or
repurchase, where Series B Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Company in
respect of the Series B Notes and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and of any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Principal Office of the
Trustee and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

The Company from time to time also may designate one or more other
offices or agencies (in or outside of the above location) where the Series B
Notes may be presented or surrendered for such purposes and from time to time
may rescind such designation; provided, however, that no such designation or
rescission shall relieve the Company of its obligation to maintain an office or
agency in Curacao, Netherland Antilles, for the payment of the Series B Notes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

CSK Group, Ltd. Series B Indenture
<PAGE> 51
SECTION 9.03. FUNDS FOR SERIES B NOTE PAYMENTS TO BE HELD IN TRUST.

If the Company at any time shall act as its own paying agent, on or
before each due date of the principal of or premium, if any, or interest on the
Series B Notes it will in accordance with this Indenture segregate and hold in
trust for the benefit of the Persons entitled thereto a sum (or Additional
Series B Notes to the extent provided herein) sufficient to pay the principal,
premium, if any, or interest so becoming due until such sums shall be paid (or
such Additional Series B Notes issued) to such Persons or otherwise disposed of
as herein provided and promptly will notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more paying agents, before each
due date of the principal of or premium, if any, or interest on the Series B
Notes it will deposit with the principal paying agent a sum (or Additional
Series B Notes to the extent provided herein) sufficient to pay the principal,
premium, if any, or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium, if any, or
interest, and (unless such principal paying agent is the Trustee) the Company
promptly will notify the Trustee of its action or any failure so to act.

The Company will cause each paying agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such paying agent
shall agree with the Trustee, subject to the provisions of this Section 9.03,
that such paying agent will:

(a) hold all sums and Additional Series B Notes held by it as such
agent for the payment of the principal of or premium, if any, or interest on
the Series B Notes in trust for the benefit of the Persons entitled thereto
until such sums and Additional Series B Notes shall be paid to such Persons or
otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or by
any other obligor on the Series B Notes) in the making of any payment of
principal, premium, if any, or interest (including interest payable by issuance
of Additional Series B Notes); and

(c) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums and
Additional Series B Notes so held in trust by such paying agent.

The Company, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, may pay
in accordance with this Indenture, or by Company Order direct any paying agent
to pay in accordance with this Indenture, to the Trustee all funds and
Additional Series B Notes held in trust by the Company or such paying agent
hereunder, such funds and Additional Series B Notes to be held by the Trustee
upon the same trusts as those upon which such funds and Additional Series B
Notes were held by the Company or such paying agent; and upon such payment by
the Company or any paying agent to the Trustee, the Company or such paying
agent shall be released from all further liability with respect to such funds
and Additional Series B Notes.

CSK Group, Ltd. Series B Indenture
<PAGE> 52
Any funds or Additional Series B Notes deposited with the Trustee or
any paying agent, or then held by the Company, in trust for the payment of the
principal of or premium, if any, or interest on any Series B Note and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on Company Request or (if
then held by the Company) shall be discharged from such trust; and the Holder
of such Series B Note thereafter, as an unsecured general creditor, shall look
only to the Company for payment thereof, and all liability of the Trustee or
such paying agent with respect to such funds and Additional Series B Notes, and
all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such paying agent, before being required
to make any such payment or delivery, at the expense of the Company may cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in
Curacao, Netherland Antilles, and once in two Arab language newspapers,
customarily published on each Business Day (which is also a business day in the
Arabian Gulf) and of general circulation in the Arabian Gulf, notice that such
funds and/or Additional Series B Notes remain unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such funds then remaining will be repaid
to the Company.

SECTION 9.04. CORPORATE EXISTENCE.

Subject to the provisions of Article Seven, the Company will do or
cause to be done, and will cause each Significant Subsidiary to do or cause to
be done, all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve or cause to be
preserved any such right or franchise if, in the judgment of the Company or the
relevant Significant Subsidiary, it is determined that the preservation thereof
is no longer desirable in the conduct of the business of the Company or the
Significant Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 9.05. MAINTENANCE OF PROPERTIES.

The Company will cause all properties used or useful in the conduct of
its and any Significant Subsidiary's business to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company or
such Significant Subsidiary may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 9.05 shall prevent the Company
or any Significant Subsidiary from discontinuing the operation or maintenance
of any of such properties if such discontinuance, in the judgment of the
Company or such Significant Subsidiary, as the case may be, is desirable in the
conduct of its business and not disadvantageous in any material respect to the
Holders.

CSK Group, Ltd. Series B Indenture
<PAGE> 53
SECTION 9.06. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or discharged,
and will cause each Significant Subsidiary to pay, discharge or cause to be
paid or discharged, before the same shall become delinquent, (a) all material
taxes, assessments and governmental charges levied or imposed upon the Company
or such Significant Subsidiary or upon the income, profits or property of the
Company or such Significant Subsidiary and (b) all lawful, material claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
the property of the Company or such Significant Subsidiary; provided, however,
that neither the Company nor any Significant Subsidiary shall be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

SECTION 9.07. PROVISION OF REPORTS.

The Company shall furnish to the Trustee copies of semi-annual and
annual financial statements of the Company and its Subsidiaries, together with,
in the case of annual financial statements, the related auditors' reports. The
Trustee shall distribute such copies to Holders as soon as practicable after
its receipt thereof.

SECTION 9.08. WAIVER OF USURY DEFENSE.

To the extent permitted by applicable law, the Company agrees that it
will not assert, plead (as a defense or otherwise) or in any manner whatsoever
claim (and will actively resist any attempt to compel it to assert, plead or
claim) in any action, suit or proceeding that the effective interest rate on
the Series B Notes (or any interest or other amounts payable pursuant to
Section 2.03 hereof or the Series B Notes) violates present or future usury or
other laws relating to the interest payable on any indebtedness and will not
otherwise avail itself (and will actively resist any attempt to compel it to
avail itself) of the benefits or advantages of any such laws.

SECTION 9.09. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in this Article Nine, other than any such
covenant or condition contained in Section 9.01, 9.02, 9.03, 9.04, 9.09 or
9.13, if before the time for such compliance the Holders of at least a majority
in principal amount of the Series B Notes at the time Outstanding shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so
expressly waived and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect. If such covenant or condition
inures to the benefit of the Series B Note Holders, such waiver

CSK Group, Ltd. Series B Indenture
<PAGE> 54
shall not be effective absent the consent of Series A Holders having at least a
majority in principal amount of Outstanding Series A Notes.

SECTION 9.10. STATEMENT BY OFFICERS AS TO DEFAULT.

The Company will deliver to the Trustee, within 90 days after the end
of each fiscal quarter of the Company, an Officers' Certificate stating whether
or not to the best knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and
conditions of Sections 9.01 through 9.07 or Sections 9.10 through 9.13, and if
the Company shall be in default, specifying all such defaults and the nature
and status thereof.

SECTION 9.11. LIMITATION ON INDEBTEDNESS.

Neither the Company nor any of its Subsidiaries will incur any
Indebtedness except that the Company and, if indicated below, its Subsidiaries
shall not be prohibited hereby from incurring:

(a) Indebtedness of the Company under the Series B Notes and this
Indenture, provided that the aggregate principal amount of Indebtedness
permitted to be outstanding on any date by this clause (a) shall not exceed
$40,000,000 less the aggregate principal amount of Series B Notes that would
have been redeemed, repurchased or otherwise repaid on or prior to such date
pursuant to the terms of this Indenture, as in effect on the date hereof, plus
the aggregate principal amount of any Additional Series B Notes issued under
this Indenture, and Indebtedness of the Company under the Series A Notes issued
under the Series A Indenture, provided that the aggregate principal amount of
such Indebtedness under the Series A Indenture permitted to be outstanding on
any date by this clause (a) shall not exceed $10,000,000 less the aggregate
principal amount of Series A Notes that would have been redeemed, repurchased
or otherwise repaid on or prior to such date pursuant to the terms of this
Indenture, as in effect on the date hereof, plus the aggregate principal amount
of any Additional Series A Notes issued under the Series A Indenture;

(b) Indebtedness of the Operating Company or the Company (which
may be guaranteed by any of its Subsidiaries) under the Senior Credit Facility,
provided that the aggregate principal amount of Indebtedness permitted to be
outstanding (including pursuant to letters of credit and other contingent
obligations) on any date by this clause (b) shall not exceed $200,000,000 ;

(d) Indebtedness of the Company and its Subsidiaries that is
permitted under the Senior Credit Facility, as in effect from time to time
(including without limitation,

CSK Group, Ltd. Series B Indenture
<PAGE> 55
the Permanent Subordinated Debt (as defined in the Credit Agreement pursuant to
which the Senior Credit Facility is provided));

(e) other Indebtedness of the Company or any of its Subsidiaries,
so long as, and to the extent that, the Interest Coverage Ratio on the last day
of the last fiscal quarter of the Company ended prior to the incurrence of such
Indebtedness, giving pro forma effect to the incurrence of such Indebtedness
and the application of the proceeds thereof (including, without limitation, by
giving pro forma effect in Consolidated EBITDA to earnings of or attributable
to any company or operating assets acquired with the proceeds of such
Indebtedness) on the first day of the four-quarter period then ended, is equal
to or greater than 1.00 to 1.00;

(f) Additional Indebtedness of the Company (which may comprise
Indebtedness under the Senior Credit Facility in addition to Indebtedness
otherwise herein permitted) in an aggregate principal amount at any time
outstanding not to exceed $50,000,000;

(g) Indebtedness of the Company or any of its Subsidiaries under
Interest Swap Obligations relating to Indebtedness for money borrowed;

(h) Indebtedness of any wholly-owned Subsidiary of the Company to
the Company or any other Subsidiary of the Company or of the Company to any of
its wholly-owned Subsidiaries; and

(i) any Indebtedness of the Company or any of its Subsidiaries the
proceeds of which are used to redeem, repurchase, retire for value, refinance
or refund any Indebtedness referred to in clauses (a) through (h) above.

SECTION 9.12. LIMITATION ON THE PAYMENT OF DIVIDENDS AND PURCHASE OF STOCK OR
NOTES.

The Company will not:

(a) declare or pay, or make or set aside, any dividend or
distribution on any share of its common stock (other than dividends payable
solely in shares of common stock of the Company);

(b) purchase, redeem or otherwise acquire or retire any shares of
its capital stock except as provided in the Certificate of Incorporation of the
Company;

(c) set apart any sum for the purchase, redemption or other
acquisition or retirement of any shares of its capital stock; or

(d) make any other distribution, by reduction of capital or
otherwise, on or with respect to any shares of its capital stock;

CSK Group, Ltd. Series B Indenture
<PAGE> 56
provided, however, that nothing in this Section 9.12 shall prohibit the Company
from repurchasing or redeeming any of its capital stock pursuant to the terms
of any subscription agreement entered into with any officer, director or
employee of the Company or any of its Subsidiaries.

The Company will not redeem, repay, prepay, purchase, retire or
otherwise acquire, refinance or refund any Series B Notes or Series A Notes
(without the consent of the Holders of a majority of Outstanding principal
under the Series B Notes and the consent of Series A Holders constituting a
majority of Outstanding principal amount of Series A Notes), and will not
permit any Subsidiary or other Person controlled by it to do so, except as
expressly permitted by this Indenture and the Series A Indenture.

SECTION 9.13. CHANGE OF CONTROL.

If at any time after the date hereof a Change of Control occurs (the
date on which the Change of Control occurs being referred to herein as the
"Change of Control Date"), then the Company shall promptly make an offer to
purchase for cash (the "Change of Control Offer"), which shall not constitute a
redemption for the purposes of Article Ten hereof except to the extent set
forth in Section 10.04(a), on the last day of the next fiscal quarter of the
Company commencing after the Change of Control Date (the "Change of Control
Payment Date"), all Series A Notes then Outstanding and all Series B Notes then
Outstanding at a purchase price equal to the price specified in the form of
Series A Note or the form of Series B Notes for optional redemptions, together
with all accrued interest to and including the Change of Control Payment Date.
Notwithstanding the foregoing and further notwithstanding the last sentence of
Section 9.12, the Company's obligation to repurchase under this Section 9.13 is
limited to the extent (i) the Operating Company has funds legally available to
redeem its preferred stock and such redemption is not prohibited under the
Senior Indebtedness or the Bridge Loan Agreement, and (ii) such repurchase of
the Series A Notes and the Series B Notes would not directly or indirectly
(with the passage of time or giving of notice) cause a default or event of
default under the Senior Indebtedness or the Bridge Loan Agreement.

Notice of the Change of Control Offer shall be mailed by the Company
not less than 25 days before the Change of Control Payment Date to the Holders
of the Series B Notes at their last registered addresses with a copy to the
Trustee. At least five Business Days prior to the Company's mailing of a
notice of Change of Control Offer, the Company shall notify the Trustee of its
obligation to offer to repurchase all of the Series B Notes. The Change of
Control Offer shall remain open from the time of mailing until the Change of
Control Payment Date. The notice shall be accompanied by a copy of the most
recent financial statements furnished pursuant to Section 9.07 hereof. The
notice shall contain all instructions and materials reasonably necessary to
enable such Holders to tender Series B Notes pursuant to the Change of Control
Offer. The notice, which shall govern the terms of the Change of Control
Offer, shall state:

CSK Group, Ltd. Series B Indenture
<PAGE> 57
(a) that the Change of Control Offer is being made pursuant to
this Section 9.13, that Series B Notes may be surrendered in whole or in part
(in denominations of $1,000 and integral multiples thereof, or, in the case of
Additional Series B Notes, in denominations of $100 and integral multiples
thereof), and that all Series B Notes will be accepted for payment;

(b) the purchase price and the Change of Control Payment Date;

(d) that any Series B Note (or part thereof) accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after
the Change of Control Payment Date;

(e) that Holders electing to have a Series B Note purchased
pursuant to a Change of Control Offer will be required to surrender the Series
B Note, with the form entitled "Option of Holder to Elect Repurchase" on the
reverse of the Series B Note completed, to the place specified in the notice
prior to 5:00 p.m., New York City time, on the Change of Control Payment Date;

(f) that Holders will be entitled to withdraw their election if
the Person designated in the notice receives, not later than 5:00 p.m., New
York City time, on the Change of Control Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Series B Note(s) the Holder delivered for purchase and
a statement that such Holder is withdrawing its election to have the Series B
Note(s) purchased;

(g) that Holders whose Series B Notes are purchased only in part
will be issued new Series B Notes equal in principal amount to the unpurchased
portion of the Series B Notes surrendered; and

(h) that the Company's obligation to repurchase is limited to the
extent (i) the Operating Company has funds legally available to redeem its
preferred stock and such redemption is not prohibited under the Senior
Indebtedness or the Bridge Loan Agreement, and (ii) such repurchase would not
directly or indirectly (with the passage of time or giving of notice) cause a
default or event of default under the Senior Indebtedness or the Bridge Loan
Agreement.

On the Change of Control Payment Date, the Company shall (i) accept
for payment Series B Notes or portions thereof tendered pursuant to the Change
of Control Offer, (ii) deposit with the Trustee funds sufficient to pay the
purchase price of all Series B Notes or portions thereof so tendered and (iii)
deliver to the Trustee all Series B Notes so accepted for payment, and the
Trustee shall promptly authenticate and mail to such Holders a new Series B
Note equal in principal amount to any unpurchased portion of any Series B Note

CSK Group, Ltd. Series B Indenture
<PAGE> 58
surrendered. The Company will notify the Holders of the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

ARTICLE TEN
REDEMPTION OF SERIES B NOTES

SECTION 10.01. APPLICABILITY OF ARTICLE.

Redemption of Series B Notes at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall
be made in accordance with such provision and this Article Ten.

SECTION 10.02. OPTIONAL REDEMPTION.

Subject to the restrictions specified in this Indenture and in the
form of Series B Note, the Series B Notes may be redeemed as a whole at any
time or in part from time to time, at the redemption price and as otherwise
specified in such form of Series B Note for redemptions, together with all
accrued interest to the Redemption Date.

SECTION 10.03. ELECTION TO REDEEM.

The election by the Company to redeem Series B Notes pursuant to
Section 10.01 shall be evidenced by a resolution adopted by a majority of the
entire Board of Directors of the Company.

SECTION 10.04. SELECTION BY COMPANY OF SERIES B NOTES TO BE REDEEMED.

(a) Subject to Section 10.04(c) hereof, any Outstanding Series B
Notes (including any Outstanding Additional Series B Notes) to be redeemed
pursuant to Section 10.02 or repurchased pursuant to a Change of Control Offer,
shall be redeemed or repurchased in the following manner:

(i) If the dollar-for-dollar payment basis set forth in Section
1.14 applies, the redemption or repurchase shall be made as provided in that
Section; provided, however, that the Outstanding Series A Notes and Outstanding
Series B Notes shall be selected for redemption in denomination of $1,000 or
integral multiples thereof unless such Series A Notes and Series B Notes shall
include Additional Series A Notes and Additional Series B Notes which shall be
in denomination of $100 or integral multiples thereof; and

(ii) All Outstanding Series A Notes and Series B Notes (including
Outstanding Additional Series A Notes and Outstanding Additional Series B
Notes) to be redeemed or repurchased in a redemption or repurchase for which
clause (i) does not apply, shall be redeemed or repurchased pro rata among the
holders of such Series A Notes and Series B Notes in the proportion that the
aggregate principal amount of Outstanding Series A Notes or

CSK Group, Ltd. Series B Indenture
<PAGE> 59
Outstanding Series B Notes (including Outstanding Additional Series A Notes and
Outstanding Additional Series B Notes) held by the holder thereof bears to the
combined aggregate principal amount of all Outstanding Series A Notes and
Outstanding Series B Notes (including Additional Series A Notes and Additional
Series B Notes); provided, however, that the Series A Notes and Series B Notes
shall be selected for redemption in denomination of $1,000 or integral
multiples thereof unless such Series A Notes and Series B Notes shall include
Additional Series A Notes and Additional Series B Notes which shall be in
denomination of $100 or integral multiples thereof.

(b) The Company shall notify the Trustee in writing not more than
60 days nor less than 30 days prior to the Redemption Date, of the Series B
Notes selected for redemption and, in the case of any Series B Notes selected
for partial redemption, the principal amount thereof to be redeemed.

(c) For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Series B Notes
shall relate, in the case of any Series B Note redeemed or to be redeemed only
in part, to the portion of the principal amount of such Series B Note that has
been or is to be redeemed.

SECTION 10.05. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 or more than 60 days prior to the Redemption
Date, to each Holder of Series B Notes to be redeemed, at his address appearing
in the Series B Note Register.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the redemption price;

(c) if less than all the Outstanding Series B Notes are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Series B Notes to be redeemed;

(d) that on the Redemption Date the redemption price will become
due and payable upon each such Series B Note to be redeemed and that interest
thereon will cease to accrue on and after such date; and

(e) the place or places where such Series B Notes are to be
surrendered for payment of the redemption price.

Notice of redemption of Series B Notes to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

CSK Group, Ltd. Series B Indenture
<PAGE> 60
SECTION 10.06. DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with the paying agent (or, if the Company is acting as its own
paying agent, it shall segregate and hold in trust as provided in Section 9.03)
funds sufficient to pay the redemption price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Series B
Notes that are to be redeemed on that date.

SECTION 10.07. SERIES B NOTES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Series B
Notes so to be redeemed shall become due and payable on the Redemption Date, at
the redemption price therein specified, and from and after such date (unless
the Company shall default in the payment of the redemption price and accrued
interest) such Series B Notes shall cease to bear interest. Upon surrender of
any such Series B Note for redemption in accordance with such notice, such
Series B Note shall be paid by the Company at the redemption price, together
with all accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Series B Notes registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 2.08.

If any Series B Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the applicable rate
specified in Section 2.03.

SECTION 10.08. SERIES B NOTES REDEEMED IN PART.

Any Series B Note that is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 9.02 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Series B Note, at the
expense of the Company, a new Series B Note or Series B Notes, of any
authorized denomination requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal
amount of the Series B Note so surrendered.

ARTICLE ELEVEN
SUBORDINATION

SECTION 11.01. AGREEMENT OF SUBORDINATION.

The Company covenants and agrees, and each Holder of Series B Notes by
his acceptance thereof likewise covenants and agrees, that all Series B Notes
shall be issued

CSK Group, Ltd. Series B Indenture
<PAGE> 61
subject to the provisions of this Article Eleven; and each Person holding any
Series B Note, whether upon original issue or exchange or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.

The payment of the principal of and premium, if any, interest and any
other amount due on all Series B Notes, to the extent and in the manner
hereinafter set forth, shall be subordinated and subject in right of payment to
the prior payment in full in cash of all Senior Indebtedness (including
interest accruing after the filing of a petition by or against the Company
under any Bankruptcy Law, whether or not allowed as a claim), whether
outstanding at the date hereof or hereafter incurred.

SECTION 11.02. PAYMENTS TO HOLDERS OF SERIES B NOTES.

In the event and during the continuation of any default in the payment
of principal of, premium, if any, or interest on or any other payment due under
any Senior Indebtedness, then, unless and until such default shall have been
cured or waived, no payment or distribution shall be made by or on behalf of
the Company with respect to the principal of or premium, if any, interest or
any other payment due on or with respect to the Series A Notes or the Series B
Notes.

In the event and during the continuation of any default (other than a
default of any payment due) with respect to any Senior Indebtedness permitting
the Senior Lenders thereunder to accelerate the maturity thereof, then, unless
and until such default shall have been cured or waived, no payment or
distribution shall be made by or on behalf of the Company with respect to the
principal of or premium, if any, interest or any other payment due on or with
respect to the Series A Notes or the Series B Notes, if written notice of such
default shall have been given to the Trustee and the Company by the Bank Agent,
during the period commencing on the date on which such notice is received by
the Company and the Trustee and ending on the earlier to occur of (a) the 179th
day thereafter or (b) the day on which such default is cured or waived;
provided, however, that this sentence shall not prohibit any payment of any
installment of principal of or premium, if any, interest or any other payment
due on the Series B Notes for more than 179 days in any 365-day period and
provided, further, that no default that once formed the basis for any such
notice by the Bank Agent shall form the basis of any subsequent notice under
this paragraph. For purposes of the preceding sentence, "default" shall mean
any default or failure to observe or perform any provision of any instrument
with respect to the Senior Indebtedness which ipso facto causes the principal
and interest to be immediately due and payable, or after the giving of notice,
the expiration of any grace periods, or both, so that the Senior Lenders or
administrative agent are entitled to accelerate the maturity thereof.

CSK Group, Ltd. Series B Indenture
<PAGE> 62
of creditors or any marshaling of assets and liabilities, or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due or to become due
upon all Senior Indebtedness first shall be paid in full in cash, or payment
thereof provided for in cash in accordance with its terms, before any payment
is made on account of the principal of or premium, if any, interest or any
other amount due on or with respect to the Series B Notes; and upon any such
dissolution, winding-up, liquidation, reorganization, assignment, marshaling or
proceedings:

(a) the Senior Lenders shall be entitled to receive payment in
full in cash and cash equivalents of all Senior Indebtedness before the Holders
of the Series B Notes and the Trustee shall be entitled to receive any payment
of principal or premium, if any, or interest on or other amounts payable with
respect to the Series A Notes or the Series B Notes; and

(b) any payment by the Company, or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, to which the Holders of the Series B Notes or the Trustee would
be entitled except for the provisions of this Article Eleven, shall be paid by
the Company or by any custodian, agent or other Person making such payment or
distribution, or by any Holder, the Trustee, any paying agent or any depository
if received by it, directly to the Senior Lenders or their representative or
representatives, or the trustee or trustees under any indenture pursuant to
which any instruments evidencing any such Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent necessary to
pay all such Senior Indebtedness in full in cash or cash equivalents, after
giving effect to any concurrent payment or distribution to or for the Senior
Lenders.

In the event that, notwithstanding the foregoing, any payment by or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities, prohibited by the foregoing, shall be
received by the Trustee or the Holders before all such Senior Indebtedness is
paid in full in cash, such payment or distribution shall be held in trust for
the benefit of and shall be paid over or delivered to the Senior Lenders or
their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instrument evidencing any such Senior
Indebtedness may have been issued, as their respective interests may appear,
for application to the payment of all such Senior Indebtedness remaining unpaid
to the extent necessary to pay all such Senior Indebtedness in full in cash or
cash equivalents in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the Senior Lenders.

The consolidation of the Company with or the merger of the Company
into another corporation, or the liquidation or dissolution of the Company
following the conveyance or transfer of its property or assets as an entirety
or substantially as an entirety to another corporation, upon the terms and
conditions provided for in Article Seven, shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section
11.02 if such other corporation, as a part of such consolidation, merger,
conveyance

CSK Group, Ltd. Series B Indenture
<PAGE> 63
or transfer, shall comply with the conditions stated in Article Seven. Nothing
in this Section 11.02 shall apply to claims of or payments to the Trustee
pursuant to Section 5.07.

The Senior Lenders, at any time and from time to time, without the
consent of or notice to the Holders, without incurring responsibility to the
Holders and without impairing or releasing the obligations of the Holders
hereunder to the Senior Lenders, may: (a) change the manner, place or terms of
payment or change or extend the time of payment of, or renew or alter, the
Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or
any instrument evidencing the same or any agreement under which the Senior
Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing the Senior Indebtedness;
(c) release any Person liable in any manner for the collection or payment of
the Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company or any other Person.

For purposes of this Article Eleven, "payment" of or with respect to
the Series B Notes (or Series A Notes where applicable) includes any payment,
redemption, acquisition, deposit, segregation, retirement, sinking fund payment
and defeasance of or with respect to the Series B Notes, but does not include
the delivery of Outstanding or previously redeemed Series B Notes in
satisfaction of all or any part of any sinking fund payment.

SECTION 11.03. PARI PASSU STATUS WITH SERIES B NOTES

Upon any payment by the Company, or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, to creditors upon any dissolution, winding-up, total or partial
liquidation or reorganization of the Company or its property, whether voluntary
or involuntary, or any assignment for the benefit of creditors or any
marshaling of assets and liabilities, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon Series
B Notes shall be paid pari passu (or as otherwise provided for in Section 1.14)
with all amounts due or to become due upon the Series A Notes in a manner that
is in accordance, to the extent applicable, with the principles and relative
redemption rights of Series A Notes and Series B Notes set forth in Section
10.04(a).

The consolidation of the Company with or the merger of the Company
into another corporation, or the liquidation or dissolution of the Company
following the conveyance or transfer of its property or assets as an entirety
or substantially as an entirety to another corporation, upon the terms and
conditions provided for in Article Seven, shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section
11.03 if such other corporation, as a part of such consolidation, merger,
conveyance or transfer, shall comply with the conditions stated in Article
Seven. Nothing in this Section 11.03 shall apply to claims of or payments to
the Trustee pursuant to Section 5.07.

CSK Group, Ltd. Series B Indenture
<PAGE> 64
SECTION 11.04. SUBROGATION OF SERIES B NOTES.

Subject to the payment in full in cash of all Senior Indebtedness at
the time outstanding, the Holders shall be subrogated to the rights of the
Senior Lenders to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of and premium, if any, and interest on the Series B Notes shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the Senior Lenders of any cash, property or securities to
which the Holders of the Series B Notes or the Trustee would be entitled except
for the provisions of this Article Eleven, and no payment over pursuant to the
provisions of this Article Eleven to or for the benefit of the Senior Lenders
by the Holders or the Trustee, shall, as between the Company, its creditors
other than the Senior Lenders and the Holders, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness. It is understood that
the provisions of this Article Eleven are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
Senior Lenders on the other hand.

Nothing contained in this Article Eleven or elsewhere in this
Indenture (except to the extent contemplated by Sections 1.14 and 4.02) or in
the Series B Notes is intended to or shall impair, as between the Company, its
creditors other than the Senior Lenders and the Holders, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of and premium, if any, and interest on the Series B Notes as and
when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the Holders and creditors
of the Company other than the Senior Lenders, nor shall anything herein (except
to the extent contemplated by Sections 1.14 and 4.02) or therein prevent the
Trustee or the Holder of any Series B Note from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article Eleven of the Senior Lenders
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

Upon any payment or distribution of assets or securities of the
Company referred to in this Article Eleven, the Trustee, subject to the
provisions of Section 5.01, and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation, reorganization, assignment, marshaling or
proceedings are pending, or a certificate of any Custodian, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the Senior Lenders and the holders of other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Eleven.

SECTION 11.05. AUTHORIZATION BY HOLDERS OF SERIES B NOTES.

Each Holder of a Series B Note by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to

CSK Group, Ltd. Series B Indenture
<PAGE> 65
acknowledge or effectuate the subordination provided in this Article Eleven and
appoints the Trustee his attorney-in- fact for any and all such purposes
including, without limitation in the event of any dissolution, winding-up,
liquidation, marshaling of assets and liabilities or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business and assets of the
Company, the filing of a claim for the unpaid principal balance of and premium,
if any, and accrued interest on and other obligations with respect to the
Series B Notes in the form required in those proceedings.

SECTION 11.06. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company that would prohibit the making of any payment or
distribution to or by the Trustee in respect of the Series B Notes pursuant to
the provisions of this Article Eleven. Notwithstanding the provisions of this
Article Eleven or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any fact that would prohibit the
making of any payment or distribution to or by the Trustee in respect of the
Series B Notes pursuant to the provisions of this Article Eleven, unless and
until a Responsible Officer shall have received written notice thereof at the
Principal Office of the Trustee from the Company or a Senior Lender or from any
trustee for Senior Indebtedness, or for purposes of Section 11.03 from the
trustee for the Series A Notes; and prior to the receipt of any such written
notice the Trustee, subject to the provisions of Section 5.01, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 11.06 within one Business Day prior to the date upon which by the terms
hereof any funds may become payable for any purpose (including without
limitation the payment of the principal of or premium, if any, or interest on
any Series B Note), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such funds and to apply the same to the purpose for which they were received
and shall not be affected by any notice to the contrary that may be received by
it within one Business Day prior to such date.

The Trustee, subject to the provisions of Section 5.01, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a Senior Lender (or a trustee or agent on behalf of
a Senior Lender) or from the trustee for the Series A Notes for purposes of
Section 11.03 to establish that such notice has been given by a Senior Lender
or a trustee or agent on behalf of any such Senior Lender. In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a Senior Lender or a holder of the Series
A Notes to participate in any payment or distribution pursuant to this Article
Eleven, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, or the amount of Series A Notes held, , the extent to
which such Person is entitled to participate in such payment or distribution
and any other fact pertinent to the rights of such Person under this Article
Eleven, and if such evidence is not furnished, the

CSK Group, Ltd. Series B Indenture
<PAGE> 66
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment or distribution.

SECTION 11.07. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Eleven in respect of any Senior Indebtedness
at any time held by it, to the same extent as any other Senior Lender, and no
provision of this Indenture shall deprive the Trustee of any of its rights as
such Senior Lender.

With respect to the Senior Lenders, the Trustee undertakes to perform
or to observe only such covenants and obligations as are specifically set forth
in this Article Eleven, and no implied covenant or obligation with respect to
the Senior Lenders shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the Senior Lenders.

Whenever a distribution is to be made or a notice given to Senior
Lenders, the distribution may be made and the notice given to their
representative(s).

SECTION 11.08. NO IMPAIRMENT OF SUBORDINATION.

SECTION 11.09. ARTICLE ELEVEN NOT TO PREVENT EVENTS OF DEFAULT.

The failure to make a payment on account of principal, premium, if
any, interest or any other amount due hereunder or on the Series A Notes by
reason of any provision in this Article Eleven shall not be construed as
preventing the occurrence of an Event of Default under Section 4.01 but the
remedies in respect thereof are limited as set forth in Article Four and any
amounts realized through the exercise of such remedies shall be subject to the
provisions of this Article Eleven.

SECTION 11.10. CONTINUING EFFECT.

The foregoing provisions constitute a continuing offer to all Persons
who become, or continue to be, Senior Lenders; and such provisions are made for
the benefit of the Senior Lenders, and such Senior Lenders are hereby made
obligees hereunder the same as if their names were written herein as such, and
they and/or each of them may proceed to enforce such provisions and need not
prove reliance thereon.

CSK Group, Ltd. Series B Indenture
<PAGE> 67
SECTION 11.11. INDIVIDUAL RIGHTS OF SENIOR LENDERS.

A Senior Lender in its individual or any other capacity may become the
owner or pledgee of Series B Notes and may otherwise deal with the Company or
any Subsidiary or Affiliate of the Company with the same rights as if it were
not a Senior Lender.

SECTION 11.12. ARTICLE APPLICABLE TO PAYING AGENTS AND DEPOSITARIES.

In case at any time any paying agent or depository other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including such
paying agent or depository within its meaning as fully for all intents and
purposes as if such paying agent or depository were named in this Article in
addition to or in place of the Trustee; provided, however, that Section 11.07
shall not apply to the Company if it acts as paying agent.

CSK Group, Ltd. Series B Indenture
<PAGE> 68
[This Page Intentionally Left Blank.]

CSK Group, Ltd. Series B Indenture
<PAGE> 69
AIBC SERVICES, N.V. hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly signed, and their respective corporate seals, if any, to be hereunto
affixed and attested, all as of the date first written above.

CSK GROUP, LTD.

By:
-------------------------------
Name:
Title:

Attest:

By:
----------------------------
Name:
Title:

AIBC SERVICES, N.V.

By:
-------------------------------
Name:
Title:

CSK Group, Ltd. Series B Indenture
<PAGE> 70
EXHIBIT A

FORM OF SUBORDINATED SERIES B NOTE

THIS SERIES B NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE
TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACT EXCEPT UPON DELIVERY OF AN
OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER, THAT ANY
SUCH SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER MAY PROPERLY BE MADE WITHOUT
REGISTRATION UNDER SUCH ACT.

CSK GROUP, LTD.

12% Subordinated Series B Note Due October 31, 2008

No.__________ $______________

AS STATED IN THE INDENTURE REFERRED TO HEREIN , THE RIGHTS OF THE HOLDER HEREOF
ARE SUBJECT TO SUBORDINATION IN CERTAIN EVENTS TO ALL SENIOR INDEBTEDNESS (AS
DEFINED IN THE INDENTURE) OF THE COMPANY

CSK Group, Ltd., a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
______________________________________ , or registered assigns, the principal
sum of US $_______________________ on October 31, 2008, and to pay interest
thereon at the rate of 12% per annum from the date this Series B Note was
originally issued under the Indenture or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
until Maturity. Interest shall be computed for any Interest Payment Date by
annualizing the interest rate and dividing by two, or for any period other than
a full interest period, on the basis of a 360-day year of twelve 30-day months
and to be paid according to the actual number of days elapsed. Interest at
such rate shall be payable in arrears on each April 30 and October 31,
commencing April 30, 1997 and at Maturity. Interest shall be payable at the
rate of 14% per annum on any overdue principal and on any overdue interest, to
the extent that the payment of such interest shall be legally enforceable. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date, will be paid in cash or by issuing Additional Series B Notes
having a principal amount equal to the amount of such interest so payable, as
provided in the Indenture, to the Person in whose name this Series B Note is
registered at the close of business on the Regular
<PAGE> 71
Record Date for such interest, which shall be the April 15 and October 15, as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for on any Interest Payment Date
forthwith will cease to be payable to the Holder on such Regular Record Date by
virtue of his having been such Holder and shall be paid to the Person in whose
name this Series B Note is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders not less than ten days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Series B Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payment of the
principal of and premium, if any, and interest on this Series B Note will be
made at the office or agency of the Company maintained for such purpose in
Curacao, Netherlands Antilles, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts or by issuing Additional Series B Notes having a principal amount
equal to the amount of such interest so payable; provided, however, that at the
option of the Company payment may be made by check or Additional Series B Notes
having a principal amount equal to the amount of such interest so payable
mailed to the Person entitled thereto at his address appearing on the Series B
Note Register in accordance with this Indenture. Notwithstanding the
foregoing, at the option of the Holder hereof the principal of and premium, if
any, and interest on this Series B Note (other than the final payment of
principal) which is paid in cash shall be paid directly to such Holder, by wire
transfer of immediately available funds, without presentment, to the address
designated by such Holder in writing. Before selling or otherwise transferring
this Series B Note, such Holder will make a notation hereon of the aggregate
amount of all payments of principal theretofore made, and of the date to which
interest has been paid.

Reference is made to the further provisions of this Series B Note set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth on this front side of this
Series B Note.

THIS SERIES B NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS THEREOF.

This Series B Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee as provided in the Indenture.

Capitalized terms used herein that are not defined herein but that are
defined in the Indenture are used as therein defined.

Exhibit A - Form of Series B Note
<PAGE> 72
IN WITNESS WHEREOF, CSK Group, Ltd. has caused this instrument to be
duly executed under its corporate seal.

CSK GROUP, LTD.

By:
----------------------------------

Title:
-------------------------------

Attest:

- ------------------------------
Title: Secretary

Exhibit A - Form of Series B Note
<PAGE> 73
(REVERSE OF SERIES B NOTE)

This Series B Note is one of a duly authorized issue of Series B Notes
of the Company, designated as its 12% Subordinated Series B Notes due October
31, 2008 (the "Series B Notes"), limited in aggregate principal amount to not
more than $40,000,000, plus the aggregate principal amount of Additional Series
B Notes issued by the Company pursuant to the terms of an Indenture dated as of
October 30, 1996 (the "Indenture"), from the Company to AIBC Services, N.V.
(the "Trustee", which term includes any successor Trustee under the
Indenture),and to be issued under such Indenture and to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of Series B Notes and of
the terms upon which the Series B Notes are, and are to be, authenticated and
delivered.

Subject to the terms of Article Ten and Eleven of the Indenture, the
Series B Notes are subject to redemption at any time or from time to time, upon
not less than 30 days' nor more than 60 days' notice, as a whole or in part, at
the election of the Company, at any time hereafter at One Hundred and One
Percent (101%) of the principal amount redeemed plus accrued and unpaid
interest thereon to the date of such redemption on the amount redeemed.

Interest that is due and payable on or prior to any such Redemption
Date will be payable to the Holders of such Series B Notes of record at the
close of business on the relevant Record Date referred to on the face hereof,
all as provided in the Indenture.

In the event of redemption of this Series B Note in part only, a new
Series B Note or Series B Notes for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture further provides that, upon the occurrence of a Change
of Control, the Company shall notify the Trustee in writing and shall promptly
make an offer to purchase, on the last day of the next fiscal quarter of the
Company commencing after the Change of Control Date (the "Change of Control
Payment Date"), all Series B Notes then Outstanding at a purchase price equal
to the price specified in this Series B Note for optional redemption, together
with accrued interest to and including the Change of Control Payment Date
subject to certain rights of the holders of the Series A Notes to participate
in such redemption.

Exhibit A - Form of Series B Note
<PAGE> 74
If an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all Series B Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.

So long as any Senior Indebtedness is outstanding or the Company shall
have any outstanding obligation thereunder, the Company may not amend or modify
in certain respects any of the subordination provisions contained in the
Indenture as against any Senior Lender who has not consented thereto.

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Series A Notes at the time Outstanding, and
the Series B Holders of not less than a majority in aggregate principal amount
of the Series B Notes at the time Outstanding, in each case evidenced as in the
Indenture provided, to execute supplemental indentures adding any provision to
or changing in any manner or eliminating any provision of the Indenture or of
any supplemental indenture or modifying in any manner the rights of the Holders
of the Series B Notes; provided that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Series B Note affected
thereby, (a) change the Stated Maturity of the principal of, or Interest
Payment Date with respect to any payment of interest on, any Series B Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or premium, if any, thereon, or impair the right
to institute suit for the payment on or after the Stated Maturity thereof or
Interest Payment Date therefor, as the case may be (or, in the case of
redemption or repurchase, on or after the Redemption Date or Change of Control
Payment Date), or change the place of payment where, or the coin or currency in
which, the principal, premium, if any, or interest is payable, (b) reduce the
aforesaid percentage in principal amount of the Outstanding Series B Notes the
consent of whose Holders is required to waive compliance with certain
provisions of the Indenture or certain defaults thereunder or to consent to any
such supplemental indenture or (c) modify certain sections of the Indenture or
the Events of Default thereunder. The Indenture also provides that, prior to
any declaration accelerating the maturity of the Series B Notes, the Holders of
not less than 40% of the aggregate principal amount of the Series B Notes at
the time Outstanding on behalf of the Holders of all of the Series B Notes may
waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of the principal of or premium, if
any, or interest on any of the Series B Notes and certain other defaults. Any
such consent or waiver by the Holder of this Series B Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders of this Series B Note and any Series B Note that may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Series B Note or such other Series B Note.

Exhibit A - Form of Series B Note
<PAGE> 75
No reference herein to the Indenture and no provision of this Series B
Note or of the Indenture (except to the extent contemplated by Sections 1.14
and 4.02 of the Indenture) shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest on this Series B Note at the place, at the times, at the rate
and in the manner herein prescribed.

The Series B Notes are issuable only in registered form (pursuant to
Regulation Section 5f.103-1 of the Federal Income Tax Regulations) without
coupons in denominations of $1,000 and any integral multiple thereof and may be
transferred only by surrender of this Series B Note and the reissuance by the
Company of this Series B Note to the transferee or the issuance by the Company
of a new Series B Note or new Series B Notes to the transferee or transferees.
At the office or agency of the Company maintained for such purpose and in the
manner and subject to the limitations provided in the Indenture, Series B Notes
may be exchanged for a like aggregate principal amount of Series B Notes of
other authorized denominations.

Upon due presentment for registration of transfer of this Series B
Note at the office or agency of the Company maintained for such purpose, a new
Series B Note or Series B Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
herefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection
therewith.

The Company, the Trustee, any paying agent, and any Series B Note
Registrar may deem and treat the Person in whose name this Series B Note is
registered as the absolute owner of this Series B Note (whether or not this
Series B Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Series B Note
Registrar), for the purpose of receiving payment hereof and for all other
purposes, and none of the Company, the Trustee, any paying agent or any Series
B Note Registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered Holder, to the extent of the sum
or sums paid, shall satisfy and discharge liability for amounts payable on this
Series B Note.

The rate of interest payable hereon shall in no event exceed the
maximum rate permissible under applicable law. If interest would otherwise be
payable to the Holder hereof in excess of the maximum lawful amount, the
interest payable shall be reduced to the maximum amount permitted under
applicable law; and if the Holder shall ever receive anything of value deemed
interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive interest shall be applied to the reduction of the
principal hereof and not to payment of interest, or if such excessive interest
exceeds the unpaid balance of principal hereon, such excess shall be refunded
to the Company.

Exhibit A - Form of Series B Note
<PAGE> 76
[OPTION OF HOLDER TO ELECT REPURCHASE

IF YOU WISH TO HAVE THIS SERIES B NOTE REPURCHASED BY THE COMPANY
PURSUANT TO SECTION 9.13 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX:
[ ] IF YOU WISH TO HAVE A PORTION OF THIS SERIES A NOTE REPURCHASED BY THE
COMPANY PURSUANT TO SECTION 9.13 OF THE INDENTURE, STATE THE AMOUNT (WHICH MUST
BE $1,000 OR INTEGRAL MULTIPLES OF $1,000 UNLESS THIS SERIES A NOTE IS AN
ADDITIONAL NOTE, IN WHICH CASE SUCH AMOUNT MUST BE $100 OR INTEGRAL MULTIPLES
OF $100):

$
-------------------------

DATE:
---------------------

YOUR SIGNATURE:
-----------

SIGNATURE GUARANTEE:
------

Exhibit A - Form of Series B Note
<PAGE> 77
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Series B Notes referred to in the within-mentioned
Indenture.

AIBC SERVICES, N.V.,

as Trustee

By:
-------------------------------

Authorized Officer

Exhibit A - Form of Series B Note

<PAGE> 1

EXHIBIT 4.04
------------

================================================================================

---------------------------------------

CSK AUTO, INC.

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 8, 1997

---------------------------------------

$300,000,000
Credit Facility

---------------------------------------

THE CHASE MANHATTAN BANK,
as Administrative Agent,

LEHMAN COMMERCIAL PAPER INC.,
as Documentation Agent,

and

CHASE SECURITIES INC.,
as Arranger

---------------------------------------

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 2. TERM LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

2.1 Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.2 Repayment of Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.3 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 3. AMOUNT AND TERMS OF REVOLVING
CREDIT COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

3.1 Revolving Credit Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.2 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.3 Proceeds of Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.4 Swing Line Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.5 Issuance of Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.6 Participating Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.7 Procedure for Opening Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.8 Payments in Respect of Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.9 Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.10 Letter of Credit Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.11 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.12 Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.13 Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.14 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

4.1 Procedure for Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.2 Conversion and Continuation Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.3 Changes of Commitment Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.4 Optional and Mandatory Prepayments; Repayments of Term Loans . . . . . . . . . . . . . . . . . . . 31
4.5 Interest Rates and Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.6 Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.7 Certain Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.8 Inability to Determine Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.9 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.10 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
4.11 Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
4.12 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

- i -
<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
4.13 Repayment of Loans; Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.14 Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

5.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.2 No Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.3 Corporate Existence; Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.4 Corporate Power; Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.5 Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.6 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.7 No Material Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.8 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.9 Federal Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.10 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.12 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
5.13 Ownership of Property; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
5.14 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
5.15 Collateral Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
5.16 Copyrights, Permits, Trademarks and Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
5.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
5.18 Accuracy and Completeness of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

6.1 Conditions to Initial Loans and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.2 Conditions to All Loans and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 7. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

7.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.2 Certificates; Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.3 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.4 Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.5 Maintenance of Property; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.6 Inspection of Property; Books and Records; Discussions . . . . . . . . . . . . . . . . . . . . . . 58
7.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
7.8 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 8. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

8.1 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.2 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
8.3 Limitation on Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

- ii -
<PAGE> 4

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
8.4 Prohibition of Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.5 Prohibition on Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.6 Limitation on Investments, Loans and Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.7 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.8 Consolidated EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
8.9 Debt to EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
8.10 Interest Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
8.11 Limitation on Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
8.12 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.13 Prepayments and Amendments of Permanent Subordinated Debt. . . . . . . . . . . . . . . . . . . . . 72
8.14 Limitation on Changes in Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.15 Limitation on Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

SECTION 9. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

SECTION 10. THE ADMINISTRATIVE AGENT; THE ISSUING LENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

10.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.4 Reliance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.6 Non-Reliance on Administrative Agent and Other Lenders . . . . . . . . . . . . . . . . . . . . . . 77
10.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
10.8 The Administrative Agent in its Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . 78
10.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
10.10 Issuing Lender as Issuer of Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

11.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.6 Successors and Assigns; Participations and Assignments . . . . . . . . . . . . . . . . . . . . . . 83
11.7 Adjustments; Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.9 Governing Law; No Third Party Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.10 Submission to Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.11 Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.12 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.13 Special Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.14 Permitted Payments and Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
</TABLE>

- iii -
<PAGE> 5
ANNEX A Pricing Grid

SCHEDULES

Schedule I List of Addresses for Notices; Lending Offices; Commitment
Amounts
Schedule 3.5(c) Letters of Credit
Schedule 5.12 Subsidiaries
Schedule 5.13 Fee and Leased Properties
Schedule 5.15(b) UCC Filing Offices
Schedule 5.16 Trademarks and Copyrights
Schedule 8.1(a) Indebtedness to Remain Outstanding
Schedule 8.2 Existing Liens
Schedule 8.3(d) Existing Contingent Obligations

EXHIBITS

EXHIBIT A Form of Revolving Credit Note
EXHIBIT B Form of Term Loan Note
EXHIBIT C Form of Swing Line Note
EXHIBIT D Form of Assignment and Acceptance
EXHIBIT E-1 Company Security Agreement
EXHIBIT E-2 Subsidiary Security Agreement
EXHIBIT F-1 Holdings Guarantee
EXHIBIT F-2 Subsidiary Guarantee
EXHIBIT G-1 Holdings Pledge Agreement
EXHIBIT G-2 Company Pledge Agreement
EXHIBIT H Form of L/C Participation Certificate
EXHIBIT I Form of Swing Line Loan Participation Certificate
EXHIBIT J-1 Form of Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT J-2 Form of Opinion of Bryan Cave LLP
EXHIBIT K Form of Subsection 4.11(d)(2) Certificate
EXHIBIT L-1 Form of Company Closing Certificate
EXHIBIT L-2 Form of Holdings Closing Certificate

- iv -

<PAGE> 6

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 8,
1997, among CSK AUTO, INC., an Arizona corporation (the "Company"), the several
lenders from time to time parties hereto (the "Lenders"), THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), and LEHMAN COMMERCIAL PAPER
INC., a Delaware corporation, as documentation agent for the Lenders (in such
capacity, the "Documentation Agent").

W I T N E S S E T H:

WHEREAS, the Company, the several lenders from time to time
parties thereto, the Administrative Agent and the Documentation Agent have
entered into a credit agreement, dated as of October 30, 1996 (as heretofore
amended, supplemented or otherwise modified, the "Existing Credit Agreement");

WHEREAS, the Company intends to refinance (the "Refinancing")
the Existing Credit Agreement;

WHEREAS, the Company or one of its subsidiaries intends to
acquire (the "Trak West Acquisition") all of the issued and outstanding capital
stock of TRK Socal, Inc., a Delaware corporation ("Socal"), to which certain
assets of Trak Auto Corporation, Trak Corporation d/b/a Trak Auto Corporation I
and Super Trak Corporation (collectively, "Trak West") will be assigned or
transferred on or prior to the Closing Date, for an aggregate purchase price in
cash of approximately $38,000,000 pursuant to the Purchase Agreement (the
"Purchase Agreement") between the Company and Trak West dated October 6, 1997
(the Trak West Acquisition together with the Refinancing and the other
transactions contemplated hereby, collectively the "Transaction");

WHEREAS, the parties hereto have agreed to amend and restate
the Existing Credit Agreement as provided in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree that
on the Closing Date (as defined below) the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms
defined in the caption hereto shall have the meanings set forth therein, and
the following terms have the following meanings:

"Acquisition and Financings": the transactions described under
the caption "Acquisition and Financings" in the Company's Prospectus,
dated May 13, 1997.

"Adjustment Date": as defined in the Pricing Grid.
<PAGE> 7

"Affiliate": of any Person (a) any Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with such Person, (b) any
Person who is a director or officer (i) of such Person, (ii) of any
Subsidiary of such Person or (iii) of any Person described in clause
(a) above or (c) in the case of a trust, its protectors or trustees,
any Person who is or has been a beneficiary thereof, or any Person who
is or has been able to appoint a beneficiary thereof. For purposes of
this definition, control of a Person shall mean the power, direct or
indirect (i) to vote 25% or more of the securities having ordinary
voting power for the election of directors of such Person, whether by
ownership of securities, contract, proxy or otherwise, or (ii) to
direct or cause the direction of the management and policies of such
Person, whether by ownership of securities, contract, proxy or
otherwise.

"Agents": the Administrative Agent and the Documentation
Agent.

"Agreement": this Amended and Restated Credit Agreement, as
amended, supplemented or modified from time to time.

"Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate"
shall mean the rate of interest per annum publicly announced from time
to time by the Administrative Agent as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended
to be the lowest rate of interest charged by the Administrative Agent
in connection with extensions of credit to debtors); "Base CD Rate"
shall mean the sum of (a) the product of (i) the Three-Month Secondary
CD Rate and (ii) a fraction, the numerator of which is one and the
denominator of which is one minus the C/D Reserve Percentage and (b)
the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean,
for any day, the secondary market rate for three-month certificates of
deposit reported as being in effect on such day (or, if such day shall
not be a Business Day, the next preceding Business Day) by the Board
of Governors of the Federal Reserve System (together with any
successor, the "Board") through the public information telephone line
of the Federal Reserve Bank of New York (which rate will, under the
current practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such day), or,
if such rate shall not be so reported on such day or such next
preceding Business Day, the average of the secondary market quotations
for three-month certificates of deposit of major money center banks in
New York City received at approximately 10:00 A.M., New York City
time, on such day (or, if such day shall not be a Business Day, on the
next preceding Business Day) by the Administrative Agent from three
New York City negotiable certificate of deposit dealers of recognized
standing selected by it; and "Federal Funds Effective Rate" shall
mean, for any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day which is a
<PAGE> 8
3

Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it. Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

"Alternate Base Rate Lending Office": as to each Lender, the
office of such Lender located within the United States which shall be
making or maintaining Alternate Base Rate Loans.

"Alternate Base Rate Loans": Loans at such time as they are
made and/or being maintained at a rate of interest based upon the
Alternate Base Rate.

"Applicable Margin": for Term Loans, Revolving Credit Loans
and Swing Line Loans of the Types set forth below, the rate per annum
set forth under the relevant column heading opposite such Loans below:

Alternate
Base Rate Eurodollar
Loans Loans
----------- ------------
Term Loans: 1.50% 2.50%
Revolving Credit Loans: 1.25% 2.25%
Swing Line Loans: 1.25% Not applicable

provided, that on and after the first Adjustment Date occurring after
the Closing Date, the Applicable Margin will be determined pursuant to
the Pricing Grid.

"Asset Sale": any sale, sale-leaseback, or other disposition
by the Company or any Subsidiary thereof of any of its property or
assets, including the stock of any Subsidiary of the Company that is
restricted by subsection 8.5 hereof, other than sales and dispositions
permitted by subsections 8.5(a), (b), (c), (e), (f) and (g).

"Assignee": as defined in subsection 11.6(c).

"Assignment and Acceptance": an assignment and acceptance
substantially in the form of Exhibit D.

"Available Revolving Credit Commitment": as to any Lender, at
a particular time, an amount equal to (a) the amount of such Lender's
Revolving Credit Commitment at such time, less (b) the sum of (i) the
aggregate unpaid principal amount at such time of all Revolving Credit
Loans made by such Lender pursuant to subsection 3.1, (ii) such
Lender's Revolving Credit Commitment Percentage of the aggregate
unpaid principal amount at such time of all Swing Line Loans, provided
that for purposes of calculating the Revolving Credit Commitments
pursuant to subsection 3.2 the amount referred to in this clause (ii)
shall be zero, (iii) such Lender's L/C
<PAGE> 9
4

Participating Interest in the aggregate amount available to be drawn
at such time under all outstanding Letters of Credit issued by the
Issuing Lender and (iv) such Lender's Revolving Credit Commitment
Percentage of the aggregate outstanding amount of L/C Obligations;
collectively, as to all the Lenders, the "Available Revolving Credit
Commitments".

"Bankruptcy Code": Title I of the Bankruptcy Reform Act of
1978, as amended and codified at Title 11 of the United States Code.

"Board": as defined in the definition of "Alternate Base
Rate".

"Borrowing Date": any Business Day specified in a notice
pursuant to (a) subsection 3.4 or 4.1 as a date on which the Company
requests the Swing Line Lender or the Lenders to make Loans hereunder
or (b) subsection 3.5 as a date on which the Company requests the
Issuing Lender to issue a Letter of Credit hereunder.

"Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or
required by law to close.

"Capital Expenditures": for any period, all amounts which
would, in accordance with GAAP, be set forth as capital expenditures
(exclusive of any amount attributable to capitalized interest) on the
consolidated statement of cash flows or other similar statement of the
Company and its Subsidiaries for such period and shall in any event
include expenditures to acquire all or a portion of the Capital Stock
or assets of any Person (exclusive of expenditures for the acquisition
of cash) but shall exclude any expenditures made with the proceeds of
condemnation or eminent domain proceedings affecting real property or
with insurance proceeds; provided that any Capital Expenditures
financed with the proceeds of any Indebtedness permitted hereunder
(other than Indebtedness incurred hereunder) shall be deemed to be a
Capital Expenditure only in the period in which, and by the amount
which, any principal of such Indebtedness is repaid.

"Capital Stock": any and all shares, interests,
participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in
a Person (other than a corporation) and any and all warrants or
options to purchase any of the foregoing.

"Carmel Trust": the Carmel Trust, a trust governed by the
laws of Canada.

"Cash Equivalents": (a) securities issued or directly and
fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof having maturities of not more than
six months from the date of acquisition, (b) certificates of deposit
and eurodollar time deposits with maturities of six months or less
from the date of acquisition, bankers' acceptances with maturities not
exceeding six months and overnight bank deposits, in each case with
any Lender or with any domestic commercial bank having capital and
surplus in excess of $300,000,000, (c) repurchase obligations with a
term of not more than seven days for underlying
<PAGE> 10
5

securities of the types described in clauses (a) and (b) entered into
with any financial institution meeting the qualifications specified in
clause (b) above, and (d) commercial paper issued by any Lender or the
parent corporation of any Lender, and commercial paper rated A-1 or
the equivalent thereof by Standard & Poor's Ratings Group or P-1 or
the equivalent thereof by Moody's Investors Service, Inc. and in each
case maturing within six months after the date of acquisition.

"C/D Assessment Rate": for any day the net annual assessment
rate (rounded upwards, if necessary, to the next 1/100 of 1%)
determined by the Administrative Agent to be payable on such day to
the Federal Deposit Insurance Corporation or any successor ("FDIC")
for FDIC's insuring time deposits made in Dollars at offices of the
Administrative Agent in the United States.

"C/D Reserve Percentage": for any day as applied to any Base
CD Rate, that percentage (expressed as a decimal) which is in effect
on such day, as prescribed by the Board for determining maximum
reserve requirement for a Depositary Institution (as defined in
Regulation D of the Board) in respect of new non-personal time
deposits in Dollars having a maturity of 30 days or more.

"Change in Law": with respect to any Lender, the adoption of
any law, rule, regulation, policy, guideline or directive (whether or
not having the force of law) or any change therein or in the
interpretation or application thereof by any Governmental Authority
having jurisdiction over such Lender, in each case after the Closing
Date.

"Change of Control": shall be considered to have occurred if
(i) at any time prior to an IPO by the Company or Holdings, (A) the
Initial Shareholders shall cease to own, directly or indirectly, in
the aggregate, at least 51% of the issued and outstanding voting stock
of Holdings or a majority of the directors of Holdings shall cease to
be nominees of the Investcorp Shareholders or (B) Holdings shall cease
to own 100% of the issued and outstanding voting stock of the Company,
in each case free and clear of all Liens (except, in the case of the
Capital Stock of the Company owned by Holdings, for Liens created by
the Holdings Pledge Agreement), and (ii) at any time after an IPO by
the Company or Holdings, (A)(1) if any Person, whether singly or in
concert with one or more Persons, other than the Initial Shareholders
or any Person acting in the capacity of an underwriter, shall,
directly or indirectly, have acquired, or acquire the power to vote or
direct the voting of, 30% or more on a fully diluted basis, of the
outstanding common stock of the Company or of the common stock of
Holdings and (2) the percentage of such outstanding voting stock held
by such Person or Persons shall be greater than the percentage of such
outstanding common stock held by the Investcorp Shareholders or (B) a
majority of the directors of Holdings shall cease to be nominees of
the Investcorp Shareholders.

"Chase": The Chase Manhattan Bank, a New York banking
corporation, and its successors.

"Closing Date": the date (which shall be on or prior to
January 31, 1998) on which the Lenders make their initial Loans.
<PAGE> 11
6

"Code": the Internal Revenue Code of 1986, as amended from
time to time.

"Collateral": all assets of the Credit Parties, now owned or
hereinafter acquired, upon which a Lien is purported to be created by
any Security Document.

"Commercial L/C": a commercial documentary Letter of Credit
under which the Issuing Lender agrees to make payments in Dollars for
the account of the Company, on behalf of the Company or a Subsidiary
thereof, in respect of obligations of the Company or such Subsidiary
in connection with the purchase of goods or services in the ordinary
course of business.

"Commitment": as to any Lender at any time, such Lender's
Swing Line Commitment, Term Loan Commitment and Revolving Credit
Commitment; collectively, as to all the Lenders, the "Commitments".

"Commitment Fee Rate": as specified on the Pricing Grid.

"Commitment Percentage": as to any Lender at any time, its
Term Loan Commitment Percentage or its Revolving Credit Commitment
Percentage, as the context may require.

"Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Company within
the meaning of Section 414(b) or (c) of the Code.

"Company": CSK Auto, Inc., an Arizona corporation.

"Company Pledge Agreement": the Company Pledge Agreement,
dated as of October 30, 1996, made by the Company in favor of the
Administrative Agent for the ratable benefit of the Lenders, a copy of
which is attached hereto as Exhibit G-2, as the same may be amended,
modified or supplemented from time to time.

"Company Security Agreement": the Company Security Agreement,
dated as of October 30, 1996, made by the Company in favor of the
Administrative Agent for the ratable benefit of the Lenders, a copy of
which is attached hereto as Exhibit E-1, as the same may be amended,
modified or supplemented from time to time.

"Consolidated Current Assets": at a particular date, all
amounts which would, in conformity with GAAP, be included under
current assets on a consolidated balance sheet of the Company and its
Subsidiaries as at such date.

"Consolidated Current Liabilities": at a particular date, all
amounts which would, in conformity with GAAP, be included under
current liabilities on a consolidated balance sheet of the Company and
its Subsidiaries as at such date, excluding the current portion of
long-term debt and the entire outstanding principal amount of the
Revolving Credit Loans.
<PAGE> 12
7

"Consolidated EBITDA": for any period, the Consolidated Net
Income of the Company and its Subsidiaries for such period, plus,
without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of
(a) total income tax expense (including any tax benefit or expense
related to the dividend on any preferred stock), (b) interest expense,
amortization or writeoff of debt discount, debt issuance, warrant and
other equity (including any preferred stock) issuance costs and
commissions, discounts, redemption premium and other fees and charges
associated with the Loans (including commitment fees and other
periodic bank charges), Standby L/Cs, the Permanent Subordinated Debt
or with the acquisition or repayment of any debt securities of the
Company permitted hereunder, and net costs associated with Interest
Rate Agreements to which the Company is a party in respect of the
Loans, (c) costs of surety bonds, (d) depreciation and amortization
expense, (e) amortization of inventory write-up under APB 16,
amortization of intangibles (including, but not limited to, goodwill
and costs of interest-rate caps, leasehold interests and the cost of
non-competition agreements) and organization costs, (f) non-cash
amortization of Financing Leases, (g) franchise taxes, (h) management
fees paid as contemplated by subsection 11.14(a), (i) all cash
dividend payments, (j) any fees and expenses incurred in connection
with the Acquisition and Financings and with the Transaction, (k)
phantom stock payments paid as contemplated by Section 4.15 of the
Stock Purchase Agreement, (l) any other write-downs, write-offs,
minority interests and other non-cash charges in determining such
Consolidated Net Income for such period and (m) all extraordinary
losses in determining such Consolidated Net Income for such period,
and minus, without duplication and to the extent reflected as a credit
in the statement of such Consolidated Net Income for such period, the
sum of (A) extraordinary gains, (B) non-cash income and (C) non-cash
gains; provided that: (i) the cumulative effect of a change in
accounting principles (effected either through cumulative effect
adjustment or a retroactive application) shall be excluded and (ii)
the impact of foreign currency translations shall be excluded.

"Consolidated Funded Indebtedness": at a particular date, all
Indebtedness (other than Indebtedness described in clauses (b), (c) or
(d) (but only to the extent such Indebtedness consists of leases
entered into in connection with the Real Estate Financing Agreement
which on the Closing Date would be classified as off- balance sheet
operating leases but which, due to a change in Securities and Exchange
Commission regulations, accounting requirements or the opinion of the
Company's auditors, are included as on-balance sheet indebtedness) of
the definition of "Indebtedness" included in this subsection 1.1) of
the Company and its Subsidiaries determined on a consolidated basis in
accordance with GAAP at such date.

"Consolidated Net Income": for any period, net income of the
Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP; provided that: (i) the net income (but not loss)
of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of
the amount of dividends or distributions paid in cash to the Company
or a wholly-owned Subsidiary, (ii) the net income of any Person
acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be
<PAGE> 13
8

excluded and (iii) net income of any Subsidiary shall be excluded to
the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that net income is prohibited or
not permitted at the date of determination.

"Contingent Obligation": as to any Person, any obligation of
such Person guaranteeing or in effect guaranteeing any Indebtedness,
dividends or other obligations ("primary obligations") of any other
Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such
Person, whether or not contingent (a) to purchase any such primary
obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or
payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that
the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount (based on the
maximum reasonably anticipated net liability in respect thereof as
determined by the Company in good faith) of the primary obligation or
portion thereof in respect of which such Contingent Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated
net liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by the Company in good faith.

"Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of
the property owned by it is bound.

"Credit Documents": the collective reference to this
Agreement, the Notes, the Pledge Agreements, the Security Agreements
and the Guarantees.

"Credit Parties": the collective reference to Holdings, the
Company and each Subsidiary of the Company from time to time party to
a Guarantee.

"Default": any of the events specified in Section 9, whether
or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

"Documentation Agent": Lehman, in its capacity as
documentation agent hereunder.

"Dollars" and "$": dollars in lawful currency of the United
States of America.

"Domestic Subsidiary": any Subsidiary of the Company other
than a Foreign Subsidiary.
<PAGE> 14
9

"Environmental Laws": any and all Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees or requirements of any Governmental Authority or
requirements of law (including court-ordered requirements of common
law) regulating or imposing liability or standards of conduct
concerning, environmental or public health protection matters,
including, without limitation, Hazardous Materials, as now or may at
any time hereafter be in effect.

"Environmental Reports": the Phase 1 environmental
assessments covering certain owned and leased real properties of the
Company and its Subsidiaries made available by the Company to the
Administrative Agent prior to the date of the Existing Credit
Agreement.

"ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

"Eurocurrency Reserve Requirements": as defined in the
definition of Eurodollar Rate.

"Eurodollar Lending Office": as to any Lender the office of
such Lender which shall be making or maintaining Eurodollar Loans.

"Eurodollar Loans": Loans at such time as they are made
and/or being maintained at a rate of interest based upon a Eurodollar
Rate.

"Eurodollar Rate": with respect to each day during any
Interest Period for any Eurodollar Loan, the rate per annum equal to
the quotient of (a) the average (rounded upwards to the nearest whole
multiple of one sixteenth of one percent) of the respective rates
notified to the Administrative Agent by the Reference Lender as the
rate at which each of their Eurodollar Lending Offices is offered
Dollar deposits two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the foreign
currency and exchange operations of such Eurodollar Lending Office are
customarily conducted at or about 10:00 A.M., New York City time, for
delivery on the first day of such Interest Period for the number of
days comprised therein and in an amount comparable to the amount of
the Eurodollar Loan of such Reference Lender to be outstanding during
such Interest Period, divided by (b) a number equal to 1.00 minus the
aggregate (without duplication) of the rates (expressed as a decimal)
of reserve requirements current on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto), as now and from time to time
hereafter in effect, dealing with reserve requirements prescribed for
Eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D of such Board) maintained by a member
bank of such System (such rates of reserve requirements being referred
to herein as "Eurocurrency Reserve Requirements") (such Eurodollar
Rate to be rounded upwards, if necessary, to the next higher 1/100 of
one percent).
<PAGE> 15
10

"Event of Default": any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of
time, or both, has been satisfied.

"Excess Cash Flow": at the end of any fiscal year of the
Company ending on or after February 1, 1998, the excess of (a) the
sum, without duplication, of (i) Consolidated EBITDA for the period
from October 30, 1996 to the end of such fiscal year and (ii)
extraordinary cash gains with respect to such period over (b) the sum,
without duplication, of (i) the aggregate amount actually paid by the
Company and its Subsidiaries in cash since October 30, 1996 on account
of capital expenditures (other than capital expenditures made with the
proceeds of eminent domain or condemnation proceedings to the extent
such proceeds are not included in the determination of EBITDA for such
period), (ii) the aggregate amount of payments of principal in respect
of any Indebtedness since October 30, 1996 (other than any such
payments of principal pursuant to subsections 4.4(b)(i), (ii)), (iii)
and (iv) or any such payment of principal in respect of any revolving
credit facility to the extent that there is not an equivalent
reduction in such facility), (iii) increases in working capital
(calculated as Consolidated Current Assets at the end of such period
minus Consolidated Current Liabilities as at the end of such period)
of the Company and its Subsidiaries since October 30, 1996 (excluding
any increase in cash or Cash Equivalents above an increase deemed in
good faith by the Company to be necessary or desirable for the
operation of the business of the Company and its Subsidiaries), (iv)
cash interest expense (including fees paid in connection with Letters
of Credit, surety bonds, commitment fees and other periodic bank
charges) of the Company since October 30, 1996, (v) the amount of
dividends actually paid in cash by the Company to Holdings since
October 30, 1996 as permitted by subsections 8.11(c)(iv) and
8.11(c)(v) and, to the extent not deducted from revenues in
determining Consolidated Net Income of the Company and its
Subsidiaries for such period, by subsection 8.11(c)(i) and (ii), (vi)
the amount of taxes actually paid in cash by the Company and its
Subsidiaries since October 30, 1996 either during such period or
within a normal payment period thereof, (vii) the amount of cash
actually paid to repurchase Capital Stock of Holdings pursuant to
subsection 8.11(c)(iii) since October 30, 1996, (viii) extraordinary
cash losses with respect to such period, (ix) any fees and expenses
incurred in connection with the Acquisition and Financings and with
the Transaction and (x) to the extent added to Consolidated Net Income
of the Company and its Subsidiaries in calculating Consolidated EBITDA
for such period, the net cost of Interest Rate Agreements, franchise
taxes and management fees during such period.

"Existing Credit Agreement": as defined in the recitals
hereto.

"Fee Property": as defined in subsection 5.13.

"Financing Lease": (a) any lease of property, real or
personal, the obligations under which are capitalized on a
consolidated balance sheet of the Company and its consolidated
Subsidiaries and (b) any other such lease to the extent that the then
present value of any rental commitment thereunder should, in
accordance with GAAP, be capitalized on a balance sheet of the lessee.
<PAGE> 16
11

"Foreign Subsidiary": any Subsidiary of the Company which is
not organized under the laws of the United States of America or any
state thereof or the District of Columbia.

"GAAP": generally accepted accounting principles in the
United States of America in effect from time to time.

"Governmental Authority": any nation or government, any state
or other political subdivision thereof or any entity exercising
executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"Guarantees": the collective reference to the Holdings
Guarantee, the Subsidiary Guaranty and any other guarantee which may
from time to time be executed and delivered by a Subsidiary of the
Company pursuant to subsection 8.6(b).

"Hazardous Materials": any hazardous materials, hazardous
wastes, hazardous pesticides, hazardous or toxic substances, defined,
listed, classified or regulated as such in or under any Environmental
Law, including, without limitation, asbestos, petroleum, any other
petroleum products (including gasoline, crude oil or any fraction
thereof) polychlorinated biphenyls and urea-formaldehyde insulation.

"Holdings": CSK Group, Ltd., a Delaware corporation.

"Holdings Guarantee": the Holdings Guarantee, dated as of
October 30, 1996, made by Holdings in favor of the Administrative
Agent for the ratable benefit of the Lenders, a copy of which is
attached hereto as Exhibit F-1, as the same may be amended, modified
or supplemented from time to time.

"Holdings Pledge Agreement": the Holdings Pledge Agreement,
dated as of October 30, 1996, made by Holdings in favor of the
Administrative Agent for the ratable benefit of the Lenders, a copy of
which is attached hereto as Exhibit G-1, as the same may be amended,
modified or supplemented from time to time.

"Holdings Subordinated Debt": (a) the Indebtedness under the
Series A Notes and the Series B Notes or (b) any refinancing thereof,
provided that (i) the maturity date, the interest rate, the scheduled
amortization, the final maturity and the subordination provisions
shall be at least as favorable to the Company and the Lenders as such
refinanced Holdings Subordinated Debt and the other terms and
conditions thereof (including, without limitation, the covenant and
event of default provisions thereof but excluding any call protection
provisions) taken as a whole shall be at least as favorable to the
Company and the Lenders as such refinanced Holdings Subordinated Debt,
(ii) no covenant contained in this Agreement or any of the other
Credit Documents would be violated on the proposed refinancing date
after giving effect to (A) such refinancing, (B) the payment of all
issuance costs, commissions, discounts, redemption premiums and other
fees and charges associated therewith, (C) the use of proceeds thereof
and (D) the redemption, repayment, retirement and repurchase of all
Indebtedness of the Company and its Subsidiaries to be redeemed,
<PAGE> 17
12

repaid, retired or repurchased in connection therewith and (iii)
substantially final drafts of the documentation governing any such
refinancing, showing the terms thereof, shall have been furnished to
the Lenders at least 10 days prior to the date of such refinancing.

"Indebtedness": of a Person, at a particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, (b) the undrawn face amount of
all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder and unpaid
reimbursement obligations with respect thereto, (c) all liabilities
(other than Lease Obligations) secured by any Lien on any property
owned by such Person, even though such Person has not assumed or
become liable for the payment thereof, (d) Financing Leases and (e)
all indebtedness of such Person arising under acceptance facilities;
but excluding (i) trade and other accounts payable and accrued
expenses payable in the ordinary course of business, (ii) letters of
credit supporting the purchase of goods in the ordinary course of
business and expiring no more than six months from the date of
issuance and (iii) obligations in respect of Interest Rate Agreements.

"Initial Shareholders": (a) INVESTCORP SA and its Affiliates
(provided that for purposes of clauses (a) and (b) of this definition
only, the reference to 25% in the definition of Affiliate contained in
this subsection 1.1 shall be deemed to be 51%) and Subsidiaries
(collectively, the "Investcorp Shareholders") and (b) the Carmel Trust
and its beneficiaries and their respective immediate family members,
heirs, estate, administrators and executors and trusts benefitting
them and Affiliates thereof.

"Insolvency": with respect to a Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term
as used in Section 4245 of ERISA.

"Installment Payment Date": as defined in subsection 4.4(c).

"Interest Coverage Ratio": on the last day of any fiscal
quarter of the Company, the ratio of (a) Consolidated EBITDA for the
period of four fiscal quarters ending on such day to (b) cash interest
expense (excluding fees payable on account of Letters of Credit and,
to the extent included in interest expense in accordance with GAAP,
net costs associated with Interest Rate Agreements to which the
Company is party in respect of the Loans, amortization of debt
discount (including discount of liabilities and reserves established
under APB 16), costs of debt issuance and interest expense on customer
deposits) for the period described in clause (a) above net of interest
income, in each case for or during such period on a consolidated basis
for the Company and its Subsidiaries.

"Interest Payment Date": (a) as to Alternate Base Rate Loans,
the last day of each March, June, September and December, commencing
on the first such day to occur after any Alternate Base Rate Loans are
made or any Eurodollar Loans are converted to Alternate Base Rate
Loans, (b) as to any Eurodollar Loan in respect of which the Company
has selected an Interest Period of one, two or three months, the last
day of such Interest Period and (c) as to any Eurodollar Loan in
respect of which
<PAGE> 18
13

the Company has selected an Interest Period longer than three months,
on each successive date three months after the first day of such
Interest Period.

"Interest Period": with respect to any Eurodollar Loan:

(a) initially, the period commencing on, as the case
may be, the Borrowing Date or conversion date with respect to
such Eurodollar Loan and ending one, two, three, six or, if
and when available to all the relevant Lenders, nine or twelve
months thereafter as selected by the Company in its notice of
borrowing as provided in subsection 4.1 or its notice of
conversion as provided in subsection 4.2; and

(b) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such
Eurodollar Loan and ending one, two, three, six or, if and
when available to all the relevant Lenders, nine or twelve
months thereafter as selected by the Company by irrevocable
notice to the Administrative Agent not less than three
Business Days prior to the last day of the then current
Interest Period with respect to such Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods
are subject to the following:

(A) if any Interest Period would otherwise end on a
day which is not a Business Day, that Interest Period shall be
extended to the next succeeding Business Day, unless the
result of such extension would be to carry such Interest
Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding
Business Day;

(B) any Interest Period that would otherwise extend
beyond (i) in the case of an Interest Period for a Term Loan,
the final Installment Payment Date for such Term Loan shall
end on such Installment Payment Date or, if such Installment
Payment Date shall not be a Business Day, on the next
preceding Business Day and (ii) in the case of any Interest
Period for a Revolving Credit Loan, the Revolving Credit
Termination Date shall end on the Revolving Credit Termination
Date, or if the Revolving Credit Termination Date shall not be
a Business Day, on the next preceding Business Day;

(C) if the Company shall fail to give notice as
provided above in clause (b), it shall be deemed to have
selected a conversion of a Eurodollar Loan into an Alternate
Base Rate Loan (which conversion shall occur automatically and
without need for compliance with the conditions for conversion
set forth in subsection 4.2);

(D) any Interest Period that begins on the last day
of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of
a calendar month; and
<PAGE> 19
14

(E) the Company shall select Interest Periods so as
not to require a prepayment (to the extent practicable) or a
scheduled payment of a Eurodollar Loan during an Interest
Period for such Eurodollar Loan.

"Interest Rate Agreement": any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, currency
hedge agreement or other similar agreement or arrangement; provided
that the amount of any such Interest Rate Agreement for purposes of
Section 9(e) shall be based on calculation of payments for early
termination in a reasonable manner in accordance with customary
industry practices.

"Inventory": as defined in the Uniform Commercial Code as in
effect in the State of New York; and, with respect to the Company and
its Subsidiaries, all such Inventory of the Company or such Subsidiary
including, without limitation, all finished goods, wares and
merchandise, finished or unfinished parts, components, assemblies held
for sale to third party customers by the Company or such Subsidiary.

"Investcorp Shareholders": as defined in the definition of
"Initial Shareholders."

"Investors": Investcorp Investment Equity Limited and certain
of its Affiliates and other international investors and the Carmel
Trust and its Affiliates.

"IPO": any sale by either the Company or Holdings through a
public offering of its common (or other voting) stock pursuant to an
effective registration statement (other than a registration statement
on Form S-4, S-8 or any successor or similar forms) filed under the
Securities Act of 1933, as amended.

"Issuing Lender": Chase and any of its Affiliates, including
Chase Bank Delaware or Wells Fargo Bank, N.A., at the discretion of
the Company, as issuers of the Letters of Credit.

"L/C Application": as defined in subsection 3.5(a).

"L/C Obligations": the obligations of the Company to reimburse
the Issuing Lender for any payments made by the Issuing Lender under
any Letter of Credit that have not been reimbursed by the Company
pursuant to subsection 3.8(a).

"L/C Participating Interest": an undivided participating
interest (equal to such Lender's Revolving Credit Commitment
Percentage) in the face amount of each issued and outstanding Letter
of Credit and the L/C Application relating thereto.

"L/C Participation Certificate": the certificate in
substantially the form of Exhibit H.

"Lease Obligations": of the Company and its Subsidiaries, as
of the date of any determination thereof, the rental commitments of
the Company and its Subsidiaries
<PAGE> 20
15

determined on a consolidated basis, if any, under leases for real
and/or personal property (net of rental commitments from sub-leases
thereof), excluding however, obligations under Financing Leases.

"Leased Properties": as defined in subsection 5.13.

"Lehman": Lehman Commercial Paper Inc., a Delaware
corporation.

"Letters of Credit": the collective reference to the
Commercial L/Cs and the Standby L/Cs; individually, a "Letter of
Credit".

"Leverage Ratio": as defined in subsection 8.9.

"Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or
preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement,
any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law of any jurisdiction in
respect of any of the foregoing except for the filing of financing
statements in connection with Lease Obligations incurred by the
Company or its Subsidiaries to the extent that such financing
statements relate to the property subject to such Lease Obligations).

"Loans": the collective reference to the Swing Line Loans,
the Term Loans and the Revolving Credit Loans; individually, a "Loan".

"Maturity Date": October 31, 2003.

"Multiemployer Plan": a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

"Net Proceeds": the aggregate cash proceeds received by
Holdings, the Company or any Subsidiary of the Company in respect of:

(a) (i) any issuance or borrowing of any debt
securities or loans by the Company or any Subsidiary other
than debt or loans permitted to be incurred or borrowed
pursuant to subsection 8.1 or (ii) any issuance of Capital
Stock.

(b) any Asset Sale, excluding (i) any net proceeds
received upon any condemnation or exercise of rights of
eminent domain to the extent the same shall be deemed not to
constitute Net Proceeds pursuant to the proviso to subsection
8.5(d) and (ii) any proceeds of insurance received upon any
casualty or loss;

(c) any cash received in respect of substantially
like-kind exchanges of property to the extent provided in the
proviso to subsection 8.5(e); and
<PAGE> 21
16

(d) any cash payments received in respect of
promissory notes delivered to the Company or such Subsidiary
in respect of an Asset Sale;

in each case net of (without duplication) (A) the amount required to
repay any Indebtedness (other than the Loans) secured by a Lien on any
assets of the Company or a Subsidiary of the Company that are
collateral for any such debt securities or loans that are sold or
otherwise disposed of in connection with such Asset Sale, (B) the
reasonable expenses (including legal fees and brokers' and
underwriters' commissions, lenders fees or credit enhancement fees, in
any case, paid to third parties or, to the extent permitted hereby,
Affiliates) incurred in effecting such issuance or sale and (C) any
taxes reasonably attributable to such sale and reasonably estimated by
the Company or such Subsidiary to be actually payable.

"Non-Funding Lender": as defined in subsection 4.9(c).

"Notes": the collective reference to the Swing Line Note, the
Revolving Credit Notes and the Term Loan Notes; each of the Notes, a
"Note".

"Participants": as defined in subsection 11.6(b).

"Participating Lender": any Lender (other than the Issuing
Lender) with respect to its L/C Participating Interest in each Letter
of Credit.

"Payment Sharing Notice": a written notice from the Company
or any Lender informing the Administrative Agent that an Event of
Default has occurred and is continuing and directing the
Administrative Agent to allocate payments thereafter received from or
on behalf of the Company in accordance with the provisions of
subsection 4.9.

"PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor.

"Permanent Subordinated Debt": (a) the Indebtedness under the
Permanent Subordinated Notes and (b) unsecured notes or debentures of
the Company, subordinated to the prior payment of the Loans and the
other obligations under the Credit Documents, that may be issued by
the Company in order to refinance the Permanent Subordinated Debt,
provided that (i) the maturity date, the interest rate, the scheduled
amortization, the final maturity and the subordination provisions
shall be at least as favorable to the Company and the Lenders as such
refinanced Permanent Subordinated Debt and the other terms and
conditions thereof (including, without limitation, the covenant and
event of default provisions thereof but excluding any call protection
provisions) taken as a whole shall be at least as favorable to the
Company and the Lenders as such refinanced Permanent Subordinated
Debt, (ii) no covenant contained in this Agreement or any of the other
Credit Documents would be violated on the proposed issuance date after
giving effect to (A) the issuance of such notes or debentures, (B) the
payment of all issuance costs, commissions, discounts, redemption
premiums and other fees and charges associated therewith, (C) the use
of proceeds
<PAGE> 22
17

thereof and (D) the redemption, repayment, retirement and repurchase
of all Indebtedness of the Company and its Subsidiaries to be
redeemed, repaid or repurchased in connection therewith and (iii)
substantially final drafts of the documentation governing any such
notes or debentures, showing the terms thereof, shall have been
furnished to the Lenders at least 10 days prior to the date of
issuance of such notes or debentures.

"Permanent Subordinated Note Indenture": the Indenture, dated
as of October 30, 1996, between the Company and The Bank of New York
(as successor to Wells Fargo, N.A.), as trustee.

"Permanent Subordinated Notes": the 11% senior subordinated
notes due 2006 issued by the Company pursuant to the Permanent
Subordinated Note Indenture.

"Permitted Liens": Liens permitted to exist under subsection
8.2.

"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

"Plan": at any particular time, any employee benefit plan as
defined in Section 3(3) of ERISA and not excluded by Section 4(b) of
ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

"Pledge Agreements": the collective reference to the Holdings
Pledge Agreement, the Company Pledge Agreement and any pledge
agreement from time to time executed and delivered by any Subsidiary
of the Company providing for the pledge of the Capital Stock of any
Subsidiary pursuant to subsection 8.6(b).

"Pricing Grid": the pricing grid attached hereto as Annex A.

"Purchase Agreement": as defined in the recitals hereto.

"Real Estate Financing Agreement": the Agreement, dated as of
October 30, 1996, between Carmel Trust and the Company or the
arrangement, to become effective on or about February 1, 1998, between
Franchise Finance Corporation of America and the Company, or any other
substantially similar arrangement.

"Reference Lender": Chase.

"Refinancing": as defined in the recitals hereto.

"Refunded Swing Line Loans": as defined in subsection 3.4(b).

"Register": as defined in subsection 11.6(d).
<PAGE> 23
18

"Regulation U": Regulation U of the Board of Governors of the
Federal Reserve System, as from time to time in effect.

"Related Document": any agreement, certificate, document or
instrument relating to a Letter of Credit.

"Reorganization": with respect to a Multiemployer Plan, the
condition that such Plan is in reorganization as such term is used in
Section 4241 of ERISA.

"Reportable Event": any of the events set forth in Section
4043(b) of ERISA other than those events as to which the thirty day
notice period is waived under subsections .13, .14, .16, .18, .19 or
.20 of PBGC Reg. Section 2615.

"Required Lenders": at a particular time, the holders of at
least 51% of the sum of (i) the aggregate unpaid principal amount of
the Term Loans, if any, and (ii) the Revolving Credit Commitments or,
if the Revolving Credit Commitments are terminated, the aggregate
unpaid principal amount of the Revolving Credit Loans, and
participations in Swing Line Loans, the aggregate amount available to
be drawn at such time under all outstanding Letters of Credit and L/C
Obligations. The Term Loans and the Revolving Credit Commitments of
any Non-Funding Lender shall be disregarded in determining Required
Lenders at any time.

"Requirement of Law": as to any Person, the Articles or
Certificate of Incorporation and By-Laws or other organizational or
governing documents of such Person, and any law, treaty, rule or
regulation, order, or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property, or to which such Person or
any of its property is subject.

"Responsible Officer": with respect to any Person, the
president, chief executive officer, the chief operating officer, the
chief financial officer, treasurer, controller or any vice president
of such Person.

"Revolving Credit Commitment": as to any Lender, its
obligations to make Revolving Credit Loans to the Company pursuant to
subsection 3.1, and to purchase its L/C Participating Interest in any
Letter of Credit, in an aggregate amount not to exceed the amount set
forth under such Lender's name in Schedule I opposite the caption
"Revolving Credit Commitment" or in Schedule 1 to the Assignment and
Acceptance by which such Lender acquired its Revolving Credit
Commitment, as the same may be reduced from time to time pursuant to
subsection 4.3 or 4.4(b) or adjusted pursuant to subsection 11.6(c);
collectively, as to all the Lenders, the "Revolving Credit
Commitments". The original aggregate principal amount of the
Revolving Credit Commitments is $125,000,000.

"Revolving Credit Commitment Percentage": as to any Lender at
any time, the percentage of the aggregate Revolving Credit Commitments
then constituted by such Lender's Revolving Credit Commitment.
<PAGE> 24
19

"Revolving Credit Commitment Period": the period from and
including the Closing Date to but not including the Revolving Credit
Termination Date.

"Revolving Credit Loan" and "Revolving Credit Loans": as
defined in subsection 3.1(a).

"Revolving Credit Note": as defined in subsection 4.13(e).

"Revolving Credit Termination Date": the earlier of (a)
October 31, 2001 and (b) such other date as the Revolving Credit
Commitments shall terminate hereunder.

"Section 4.4 Lenders": at a particular time, the holders of
(a) at least 51% of the aggregate unpaid principal amount of the Term
Loans, if any, and (b) at least 51% of the Revolving Credit
Commitments or, if the Revolving Credit Commitments are terminated,
the aggregate unpaid principal amount of the Revolving Credit Loans,
and participations in Swing Line Loans and the aggregate amount
available to be drawn at such time under all outstanding Letters of
Credit. The Term Loans and the Revolving Credit Commitments of any
Non-Funding Lender shall be disregarded in determining Section 4.4
Lenders at any time.

"Security Agreements": the collective reference to the
Company Security Agreement, the Subsidiary Security Agreement and any
other security agreement which may from time to time be executed and
delivered by a Subsidiary of the Company pursuant to subsection
8.6(b).

"Security Documents": the collective reference to the Pledge
Agreements and the Security Agreements.

"Series A Note Indenture": the Indenture, dated as of October
30, 1996, between Holdings and TransAtlantic Finance, Ltd., as
trustee.

"Series A Notes": the 12% Subordinated Series A Notes due
October 31, 2008 issued by Holdings pursuant to the Series A Note
Indenture.

"Series B Note Indenture": the Indenture, dated as of October
30, 1996, between Holdings and AIBC Services, N.V., as trustee.

"Series B Notes": the 12% Subordinated Series B Notes due
October 31, 2008 issued by Holdings pursuant to the Series B Note
Indenture.

"Single Employer Plan": any Plan which is covered by Title IV
of ERISA and which is not a Multiemployer Plan.

"Socal": as defined in the recitals hereto.

"Standby L/C": an irrevocable letter of credit under which
the Issuing Lender agrees to make payments in Dollars for the account
of the Company, on behalf of the
<PAGE> 25
20

Company or any Subsidiary thereof in respect of obligations of the
Company or such Subsidiary incurred pursuant to contracts made or
performances undertaken or to be undertaken or like matters relating
to contracts to which the Company or such Subsidiary is or proposes to
become a party in the ordinary course of the Company's or such
Subsidiary's business, including, without limiting the foregoing, for
insurance purposes or in respect of advance payments or as bid or
performance bonds or for any other purpose for which a standby letter
of credit might customarily be issued.

"Stock Purchase Agreement": the Stock Purchase Agreement,
dated as of September 29, 1996, among the Investors, Holdings and CSK
Holdings, Ltd., a Delaware corporation.

"Subsection 4.11(d)(2) Certificate": as defined in subsection
4.11(d).

"Subsidiary": as to any Person, any corporation of which
shares of stock of each class having ordinary voting power (other than
stock having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other
managers of such corporation are at the time owned by such Person or
by one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person. (A Subsidiary shall be deemed
wholly-owned by a Person who owns all of the voting shares of stock of
such Subsidiary having voting power under ordinary circumstances to
vote for directors, except for directors' qualifying shares.) Unless
otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company.

"Subsidiary Guarantee": the Subsidiary Guarantee, dated as of
October 30, 1996, made by each Domestic Subsidiary of the Company in
favor of the Administrative Agent for the ratable benefit of the
Lenders, a copy of which is attached hereto as Exhibit F-2, as the
same may be amended, modified or supplemented from time to time.

"Subsidiary Security Agreement": the Subsidiary Security
Agreement, dated as of October 30, 1996, made by each Domestic
Subsidiary of the Company in favor of the Administrative Agent for the
ratable benefit of the Lenders, a copy of which is attached hereto as
Exhibit E-2, as the same may be amended, modified or supplemented from
time to time.

"Supermajority Lenders": at a particular time, the holders of
at least 66-2/3% of the sum of (i) the aggregate unpaid principal
amount of the Term Loans, if any, and (ii) the Revolving Credit
Commitments or, if the Revolving Credit Commitments are terminated,
the aggregate unpaid principal amount of the Revolving Credit Loans,
and participations in Swing Line Loans and the aggregate amount
available to be drawn at such time under all outstanding Letters of
Credit. The Term Loans and the Revolving Credit Commitments of any
Non-Funding Lender shall be disregarded in determining Supermajority
Lenders at any time.
<PAGE> 26
21

"Swing Line Commitment": the Swing Line Lender's obligation
to make Swing Line Loans pursuant to subsection 3.4.

"Swing Line Lender": Chase in its capacity as lender of the
Swing Line Loans.

"Swing Line Loan Participation Certificate": a certificate in
substantially the form of Exhibit I.

"Swing Line Loans": as defined in subsection 3.4(a).

"Swing Line Note": as defined in subsection 4.13(e).

"Term Loan Commitment": as to any Lender, its obligation to
make a Term Loan to the Company pursuant to subsection 2.1 in an
aggregate amount not to exceed the amount set forth under such
Lender's name in Schedule I opposite the caption "Term Loan
Commitment" or in Schedule 1 to the Assignment and Acceptance pursuant
to which a Lender acquires its Term Loan Commitment, as the same may
be adjusted pursuant to subsection 11.6(c); collectively, as to all
the Lenders, the "Term Loan Commitments". The original aggregate
principal amount of the Term Loan Commitments is $175,000,000.

"Term Loan Commitment Percentage": as to any Lender at any
time, the percentage of the aggregate Term Loan Commitments then
constituted by such Lender's Term Loan Commitment.

"Term Loan Note": as defined in subsection 4.13(e).

"Term Loans": as defined in subsection 2.1.

"Trak West": as defined in the recitals hereto.

"Trak West Acquisition": as defined in the recitals hereto.

"Transaction": as defined in the recitals hereto.

"Transferee": as defined in subsection 11.6(f).

"Type": as to any Loan, its nature as an Alternate Base Rate
Loan or Eurodollar Loan.

"Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, and any amendments thereof.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes, any
<PAGE> 27
22

other Credit Document or any certificate or other document made or delivered
pursuant hereto.

(b) As used herein and in the Notes, any other Credit
Document and any certificate or other document made or delivered pursuant
hereto, accounting terms relating to the Company and its Subsidiaries not
defined in subsection 1.1 and accounting terms partly defined in subsection 1.1
to the extent not defined, shall have the respective meanings given to them
under GAAP. All computations determining compliance with financial covenants
or terms, including definitions used therein, shall be prepared in accordance
with generally accepted accounting principles in effect at the time of the
preparation of, and in conformity with those used to prepare, the historical
financial statements delivered to the Administrative Agent pursuant to
subsection 7.1. If at any time the computations for determining compliance
with financial covenants or provisions relating thereto utilize generally
accepted accounting principles different than those then being utilized in the
financial statements then being delivered to the Administrative Agent, such
financial statements shall be accompanied by a reconciliation statement with
respect to such computations.

(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section,
subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be
equally applicable to the singular and plural forms of such terms.

SECTION 2. TERM LOANS

2.1 Term Loans. Subject to the terms and conditions hereof,
each Lender severally agrees to make a loan in Dollars (individually, a "Term
Loan"; and collectively, the "Term Loans") to the Company on the Closing Date,
in an aggregate principal amount equal to such Lender's Term Loan Commitment.

2.2 Repayment of Term Loans. The Company shall repay the
Term Loans as provided in subsection 4.4(c).

2.3 Use of Proceeds. The proceeds of the Term Loans will be
used to finance in part the Transaction and to pay certain of the fees,
expenses and financing costs related to the Transaction.

SECTION 3. AMOUNT AND TERMS OF REVOLVING
CREDIT COMMITMENTS

3.1 Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each Lender severally agrees to the extent of its
Revolving Credit Commitment to extend credit to the Company from time to time
on any Borrowing Date during the Revolving
<PAGE> 28
23

Credit Commitment Period (i) by purchasing an L/C Participating Interest in
each Letter of Credit issued by the Issuing Lender and (ii) by making loans in
Dollars (individually, such a Loan is a "Revolving Credit Loan", and
collectively such Loans are the "Revolving Credit Loans") to the Company from
time to time. Notwithstanding the above, (x) in no event shall any Letter of
Credit be issued if after giving effect thereto the sum of the undrawn amount
of all outstanding Letters of Credit and the amount of all L/C Obligations
would exceed $15,000,000 and (y) in no event shall any Revolving Credit Loans
be made, or Letters of Credit be issued, if the aggregate amount of the
Revolving Credit Loans to be made or Letters of Credit to be issued would,
after giving effect to the use of proceeds, if any, thereof, exceed the
aggregate Available Revolving Credit Commitments. During the Revolving Credit
Commitment Period, the Company may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof, and/or by
having the Issuing Lender issue Letters of Credit, having such Letters of
Credit expire undrawn upon or if drawn upon, reimbursing the Issuing Lender for
such drawing, and having the Issuing Lender issue new Letters of Credit.

(b) Each borrowing of Revolving Credit Loans pursuant to the
Revolving Credit Commitments shall be in an aggregate principal amount of the
lesser of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof, in
the case of Alternate Base Rate Loans, and $2,000,000 or a whole multiple of
$1,000,000 in excess thereof, in the case of Eurodollar Loans and (ii) the
Available Revolving Credit Commitments, except that any borrowing of Revolving
Credit Loans to be used solely to pay a like amount of Swing Line Loans may be
in the aggregate principal amount of such Swing Line Loans.

3.2 Commitment Fee. The Company agrees to pay to the
Administrative Agent for the account of each Lender (other than any Non-Funding
Lender) a commitment fee from and including the Closing Date to and including
the Revolving Credit Termination Date, computed at the rate of 1/2 of 1% per
annum on the average daily amount of the Available Revolving Credit Commitment
of such Lender during the period for which payment is made (whether or not the
Company shall have satisfied the applicable conditions to borrowing or issuance
of a Letter of Credit set forth in Section 6) provided, that on and after the
first Adjustment Date occurring after the Closing Date, such commitment fee
will be determined pursuant to the Pricing Grid. Such commitment fee shall be
payable quarterly in arrears on the last day of each March, June, September and
December and on the Revolving Credit Termination Date, commencing on the first
such date to occur on or following the Closing Date (or, if earlier, the
Revolving Credit Termination Date).

3.3 Proceeds of Revolving Credit Loans. The Company shall
use the proceeds of Revolving Credit Loans for general corporate purposes of
the Company and its Subsidiaries, including (i) the redemption, repayment or
repurchase of up to $20,000,000 aggregate principal amount of the Permanent
Subordinated Debt in accordance with Section 8.13, (ii) acquisitions of
companies engaged primarily in businesses similar to the businesses in which
the Company and its Subsidiaries are engaged, in an aggregate amount of
$50,000,000 in accordance with Section 8.7(b) and (iii) investments in the
development of new or relocated stores in an aggregate amount not to exceed at
any one time $50,000,000, against which amount shall be credited any funds from
the subsequent sale of any real
<PAGE> 29
24

property or fixtures purchased or developed in connection therewith, in
accordance with Section 8.7(c).

3.4 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees, so long as the Administrative
Agent has not received notice that an Event of Default has occurred and is
continuing, to make swing line loans (individually, a "Swing Line Loan";
collectively, the "Swing Line Loans") to the Company from time to time during
the Revolving Credit Commitment Period in an aggregate principal amount at any
one time outstanding not to exceed $15,000,000, provided that no Swing Line
Loan may be made if the aggregate principal amount of the Swing Line Loans to
be made would exceed the aggregate Available Revolving Credit Commitments at
such time. Amounts borrowed by the Company under this subsection 3.4 may be
repaid and, through but excluding the Revolving Credit Termination Date,
reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans
and shall not be entitled to be converted into Eurodollar Loans. The Company
shall give the Swing Line Lender irrevocable notice (which notice must be
received by the Swing Line Lender prior to 3:00 p.m., New York City time) on
the requested Borrowing Date specifying the amount of each requested Swing Line
Loan, which shall be in an aggregate minimum amount of $250,000 or a whole
multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan
will be made available by the Swing Line Lender to the Company by crediting the
account of the Company at the office of the Swing Line Lender with such
proceeds. The proceeds of Swing Line Loans may be used solely for the purposes
referred to in subsection 3.3.

(b) The Swing Line Lender at any time in its sole and
absolute discretion may, and on the fifteenth day (or if such day is not a
Business Day, the next Business Day) and last Business Day of each month shall,
on behalf of the Company (which hereby irrevocably directs the Swing Line
Lender to act on its behalf) request each Lender, including the Swing Line
Lender, to make a Revolving Credit Loan in an amount equal to such Lender's
Revolving Credit Commitment Percentage of the amount of the Swing Line Loans
(the "Refunded Swing Line Loans") outstanding on the date such notice is given.
Unless any of the events described in paragraph (f) of Section 9 shall have
occurred (in which event the procedures of paragraph (c) of this subsection 3.4
shall apply) each Lender shall make the proceeds of its Revolving Credit Loan
available to the Swing Line Lender for the account of the Swing Line Lender at
the Alternate Base Rate Lending Office of the Swing Line Lender prior to 2:00
p.m. (New York City time) in funds immediately available on the Business Day
next succeeding the date such notice is given. The proceeds of such Revolving
Credit Loans shall be immediately applied to repay the Refunded Swing Line
Loans.

(c) If prior to the making of a Revolving Credit Loan
pursuant to paragraph (b) of this subsection 3.4 one of the events described in
paragraph (f) of Section 9 shall have occurred, each Lender will, on the date
such Loan was to have been made, purchase an undivided participating interest
in the Refunded Swing Line Loan in an amount equal to its Revolving Credit
Commitment Percentage of such Refunded Swing Line Loan. Each Lender will
immediately transfer to the Swing Line Lender in immediately available funds,
the amount of its participation and upon receipt thereof the Swing Line Lender
will deliver to such Lender a Swing Line Loan Participation Certificate dated
the date of receipt of such funds and in such amount.
<PAGE> 30
25

(d) Whenever, at any time after the Swing Line Lender has
received from any Lender such Lender's participating interest in a Refunded
Swing Line Loan, the Swing Line Lender receives any payment on account thereof,
the Swing Line Lender will distribute to such Lender its participating interest
in such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender's participating interest
was outstanding and funded) in like funds as received; provided, however, that
in the event that such payment received by the Swing Line Lender is required to
be returned, such Lender will return to the Swing Line Lender any portion
thereof previously distributed by the Swing Line Lender to it in like funds as
such payment is required to be returned by the Swing Line Lender.

(e) Each Lender's obligation to purchase participating
interests pursuant to subsection 3.4(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation, (i)
any set-off, counterclaim, recoupment, defense or other right which such Lender
may have against the Swing Line Lender, the Company or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of an Event of Default;
(iii) any adverse change in the condition (financial or otherwise) of the
Company; (iv) any breach of this Agreement by the Company or any other Lender;
or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

3.5 Issuance of Letters of Credit. (a) The Company may from
time to time request the Issuing Lender to issue a Standby L/C or a Commercial
L/C by delivering to the Issuing Lender at its address specified in subsection
11.2 or as otherwise agreed between the Company and the Issuing Lender a letter
of credit application in the Issuing Lender's then customary form (the "L/C
Application") completed to the satisfaction of the Issuing Lender, together
with the proposed form of such Letter of Credit (which shall comply with the
applicable requirements of paragraph (b) below) and such other certificates,
documents and other papers and information as the Issuing Lender may reasonably
request; provided that if the Issuing Lender informs the Company that it is for
any reason unable to open such Letter of Credit, the Company may request any
Lender to open such Letter of Credit upon the same terms offered to the Issuing
Lender and each reference to the Issuing Lender for purposes of subsections 3.5
through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuing
Lender.

(b) Each Standby L/C and Commercial L/C issued hereunder
shall, among other things, (i) be in such form requested by the Company as
shall be acceptable to the Issuing Lender in its sole discretion and (ii) in
the case of each Standby L/C, have an expiry date occurring not later than 365
days after the date of issuance of such Standby L/C and, in the case of each
Commercial L/C, have an expiry date occurring not later than 120 days after the
date of issuance of such Commercial L/C (or such longer time as shall be agreed
to by the Issuing Lender thereof, in its sole discretion) and, in all cases,
may be automatically renewed on its expiry date for an additional period equal
to the initial term but in no case shall any Letter of Credit have an expiry
date occurring later than three Business Days before the Revolving Credit
Termination Date. Each L/C Application and each Letter of Credit shall be
subject to the Uniform Customs and, to the extent not inconsistent therewith,
the laws of the State of New York, in the case of Chase and any of its
Affiliates, including Chase Bank
<PAGE> 31
26

Delaware, acting as Issuing Lender, or the State of California, in the case of
Wells Fargo Bank, N.A. acting as Issuing Lender.

(c) Notwithstanding anything to the contrary herein, the
letters of credit listed on Schedule 3.5(c) shall be deemed to have been issued
hereunder and deemed to be Letters of Credit for all purposes hereof.

3.6 Participating Interests. Effective in the case of each
Standby L/C and Commercial L/C as of the date of the opening thereof, the
Issuing Lender agrees to allot and does allot, to itself and each other Lender,
and each Lender severally and irrevocably agrees to take and does take in such
Letter of Credit and the related L/C Application, an L/C Participating Interest
in a percentage equal to such Lender's Revolving Credit Commitment Percentage.

3.7 Procedure for Opening Letters of Credit. The Issuing
Lender will notify the Administrative Agent and each Lender after the end of
each calendar month of any L/C Applications received by the Issuing Lender from
the Company during such month. Upon receipt of any L/C Application from the
Company, the Issuing Lender will process such L/C Application, and the other
certificates, documents and other papers delivered to the Issuing Lender in
connection therewith, in accordance with its customary procedures and, subject
to the terms and conditions hereof, shall promptly open such Letter of Credit
by issuing the original of such Letter of Credit to the beneficiary thereof and
by furnishing a copy thereof to the Company, provided that no such Letter of
Credit shall be issued if subsection 3.1 would be violated thereby.

3.8 Payments in Respect of Letters of Credit. (a) The
Company agrees forthwith upon demand by the Issuing Lender and otherwise in
accordance with the terms of the L/C Application relating thereto (i) to
reimburse the Issuing Lender for any payment made by the Issuing Lender under
any Letter of Credit issued for the account of the Company and (ii) to pay
interest on any unreimbursed portion of any such payment from the date of such
payment until reimbursement in full thereof at a rate per annum equal to (A) on
or prior to the date which is one Business Day after the day on which the
Issuing Lender demands reimbursement from the Company for such payment, the
Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans
and (B) thereafter, the Alternate Base Rate plus the Applicable Margin for
Revolving Credit Loans plus 2%.

(b) In the event that the Issuing Lender makes a payment
under any Letter of Credit and is not reimbursed in full therefor forthwith
upon demand of the Issuing Lender, and otherwise in accordance with the terms
of the L/C Application relating to such Letter of Credit, the Issuing Lender
will promptly notify each other Lender. Forthwith upon its receipt of any such
notice, each other Lender will transfer to the Issuing Lender, in immediately
available funds, an amount equal to such other Lender's pro rata share of the
L/C Obligation arising from such unreimbursed payment. Promptly, upon its
receipt from such other Lender of such amount, the Issuing Lender will
complete, execute and deliver to such other Lender an L/C Participation
Certificate dated the date of such receipt and in such amount.
<PAGE> 32
27

(c) Whenever, at any time after the Issuing Lender has made a
payment under any Letter of Credit and has received from any other Lender such
other Lender's pro rata share of the L/C Obligation arising therefrom, the
Issuing Lender receives any reimbursement on account of such L/C Obligation or
any payment of interest on account thereof, the Issuing Lender will promptly
distribute to such other Lender its pro rata share thereof in like funds as
received; provided, however, that in the event that the receipt by the Issuing
Lender of such reimbursement or such payment of interest (as the case may be)
is required to be returned, such other Lender will return to the Issuing Lender
any portion thereof previously distributed by the Issuing Lender to it in like
funds as such reimbursement or payment is required to be returned by the
Issuing Lender.

3.9 Letter of Credit Fees. (a) In lieu of any letter of
credit commissions and fees provided for in any L/C Application relating to
Standby or Commercial L/Cs (other than standard issuance, amendment and
negotiation fees), the Company agrees to pay the Administrative Agent, for the
account of the Issuing Lender and the Participating Lenders, with respect to
each Standby or Commercial L/C issued for the account of the Company, a Standby
or Commercial L/C fee, as the case may be, equal to the Applicable Margin for
Revolving Credit Loans which are Eurodollar Loans (of which the Issuing Lender
shall retain for its own account, as the issuing bank and not on account of its
L/C Participating Interest therein, 1/4 of 1% per annum) on the daily average
amount available to be drawn under each Standby L/C in the case of a Standby
L/C and on the maximum face amount of each Commercial L/C in the case of a
Commercial L/C, in either case payable, in arrears, on the last day of each
fiscal quarter of the Company. The Administrative Agent will disburse any
Standby or Commercial L/C fees received pursuant to this subsection 3.9(a) to
the respective Lenders and the Issuing Lender promptly following the receipt of
any such fees in the case of a Standby L/C and, in the case of a Commercial
L/C, promptly following the end of the calendar month in which such Commercial
L/C fees were received. Notwithstanding the foregoing, the Company agrees to
pay standard issuance, amendment and negotiation fees to the Issuing Lender.

(b) For purposes of any payment of fees required pursuant to
this subsection 3.9, the Administrative Agent agrees to provide to the Company
a statement of any such fees to be so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

3.10 Letter of Credit Reserves. (a) If any Change in Law
shall either (i) impose, modify, deem or make applicable any reserve, special
deposit, assessment or similar requirement against letters of credit issued by
the Issuing Lender or (ii) impose on the Issuing Lender any other condition
regarding this Agreement (with respect to Letters of Credit) or any Letter of
Credit, and the result of any event referred to in clause (i) or (ii) above
shall be to increase the cost of the Issuing Lender of issuing or maintaining
any Letter of Credit (which increase in cost shall be the result of the Issuing
Lender's reasonable allocation of the aggregate of such cost increases
resulting from such events), then, upon demand by the Issuing Lender, the
Company shall immediately pay to the Issuing Lender, from time to time as
specified by the Issuing Lender, additional amounts which shall be sufficient
to compensate the Issuing Lender for such increased cost, together with
interest on each such amount from the date demanded until payment in full
thereof at a rate per annum equal to the
<PAGE> 33
28

rate applicable to Alternate Base Rate Loans pursuant to subsection 4.5(b).
The Company shall not be required to make any payments to the Issuing Lender
for any additional amounts pursuant to this subsection 3.10(a) unless the
Issuing Lender has given written notice to the Company of its intent to request
such payments prior to or within 60 days after the date on which the Issuing
Lender became entitled to claim such amounts. A certificate, setting forth in
reasonable detail the calculation of the amounts involved, submitted by the
Issuing Lender to the Company concurrently with any such demand by the Issuing
Lender, shall be conclusive, absent manifest error, as to the amount thereof.

(b) In the event that any Change in Law with respect to the
Issuing Lender shall, in the opinion of the Issuing Lender, require that any
obligation under any Letter of Credit be treated as an asset or otherwise be
included for purposes of calculating the appropriate amount of capital to be
maintained by the Issuing Lender or any corporation controlling the Issuing
Lender, and such Change in Law shall have the effect of reducing the rate of
return on the Issuing Lender's or such corporation's capital, as the case may
be, as a consequence of the Issuing Lender's obligations under such Letter of
Credit to a level below that which the Issuing Lender or such corporation, as
the case may be, could have achieved but for such Change in Law (taking into
account the Issuing Lender's or such corporation's policies, as the case may
be, with respect to capital adequacy) by an amount deemed by the Issuing Lender
to be material, then from time to time following notice by the Issuing Lender
to the Company of such Change in Law, within 15 days after demand by the
Issuing Lender, the Company shall pay to the Issuing Lender such additional
amount or amounts as will compensate the Issuing Lender or such corporation, as
the case may be, for such reduction. The Issuing Lender agrees that, upon the
occurrence of any event giving rise to the operation of paragraph (a) or (b) of
this subsection 3.10 with respect to the Issuing Lender, it will, if requested
by the Company and to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the
increase in costs or reduction in payments resulting from such event; provided,
however, that such avoidance or minimization can be made in such a manner that
the Issuing Lender, in its sole determination, suffers no economic, legal or
regulatory disadvantage. The Company shall not be required to make any
payments to the Issuing Lender for any additional amounts pursuant to this
subsection 3.10(b) unless the Issuing Lender has given written notice to the
Company of its intent to request such payments prior to or within 60 days after
the date on which the Issuing Lender became entitled to claim such amounts. A
certificate, in reasonable detail setting forth the calculation of the amounts
involved, submitted by the Issuing Lender to the Company concurrently with any
such demand by the Issuing Lender, shall be conclusive, absent manifest error,
as to the amount thereof.

(c) The Company and each Participating Lender agrees that the
provisions of the foregoing paragraphs (a) and (b) shall apply equally to each
Participating Lender in respect of its L/C Participating Interest in such
Letter of Credit, as if the references in such paragraphs and provisions
referred to, where applicable, such Participating Lender or, in the case of
paragraph (b), any corporation controlling such Participating Lender.

3.11 Further Assurances. The Company hereby agrees, from
time to time, to do and perform any and all acts and to execute any and all
further instruments reasonably
<PAGE> 34
29

requested by the Issuing Lender more fully to effect the purposes of this
Agreement and the issuance of Letters of Credit hereunder.

3.12 Obligations Absolute. The payment obligations of the
Company under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

(i) the existence of any claim, set-off, defense or other
right which the Company or any of its Subsidiaries may have at any
time against any beneficiary, or any transferee, of any Letter of
Credit (or any Persons for whom any such beneficiary or any such
transferee may be acting), the Issuing Lender, the Administrative
Agent or any Lender, or any other Person, whether in connection with
this Agreement, any Credit Document, the transactions contemplated
herein, or any unrelated transaction;

(ii) any statement or any other document presented under
any Letter of Credit proving to be forged, fraudulent or invalid or
any statement therein being untrue or inaccurate in any respect;

(iii) payment by the Issuing Lender under any Letter of
Credit against presentation of a draft or certificate or other
document which does not comply with the terms of such Letter of Credit
or is insufficient in any respect, except where such payment
constitutes gross negligence or willful misconduct on the part of the
Issuing Lender; or

(iv) any other circumstances or happening whatsoever,
whether or not similar to any of the foregoing, except for any such
circumstances or happening constituting gross negligence or willful
misconduct on the part of the Issuing Lender.

3.13 Assignments. No Participating Lender's participation in
any Letter of Credit or any of its rights or duties hereunder shall be
subdivided, assigned or transferred (other than in connection with a transfer
of part or all of such Participating Lender's Revolving Credit Commitment in
accordance with subsection 11.6(c)) without the prior written consent of the
Issuing Lender, which consent will not be unreasonably withheld. Such consent
may be given or withheld without the consent or agreement of any other
Participating Lender. Notwithstanding the foregoing, a Participating Lender
may subparticipate its L/C Participating Interest without obtaining the prior
consent or agreement of the Issuing Lender.

3.14 Participations. Each Lender's obligation to purchase
participating interests pursuant to subsection 3.6 shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Issuing Lender, the Company or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of an
Event of Default; (iii) any adverse change in the condition (financial or
otherwise) of the Company; (iv) any breach of this Agreement by the Company or
any other
<PAGE> 35
30

Lender; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.

SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS

4.1 Procedure for Borrowing. (a) The Company may borrow
under the Commitments on any Business Day, provided that, with respect to any
borrowing, the Company shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 2:00 p.m.
(or, with respect to Swing Line Loans, 3:00 p.m.), New York City time), (i)
three Business Days prior to the requested Borrowing Date if all or any part of
the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the
requested Borrowing Date (or, in the case of Swing Line Loans and Loans made on
the Closing Date, on the requested Borrowing Date) if the borrowing is to be
solely of Alternate Base Rate Loans and specifying (A) the amount of the
borrowing, (B) whether such Loans are initially to be Eurodollar Loans or
Alternate Base Rate Loans or a combination thereof, (C) if the borrowing is to
be entirely or partly Eurodollar Loans, the length of the Interest Period for
such Eurodollar Loans and (D) whether the Loan is a Term Loan (with respect to
Loans made on the Closing Date), a Swing Line Loan or a Revolving Credit Loan;
provided, however, that the Loans made on the Closing Date shall be made
initially as Alternate Base Rate Loans. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender. Not later than 2:00
p.m., New York City time, on the Borrowing Date specified in such notice, each
Lender shall make available to the Administrative Agent at the office of the
Administrative Agent specified in subsection 11.2 (or at such other location as
the Administrative Agent may direct) an amount in immediately available funds
equal to the amount of the Loan to be made by such Lender (except that proceeds
of Swing Line Loans will be made available to the Company in accordance with
subsection 3.4(a)). Loan proceeds received by the Administrative Agent
hereunder shall promptly be made available to the Company by the Administrative
Agent's crediting the account of the Company, at the office of the
Administrative Agent specified in subsection 11.2, with the aggregate amount
actually received by the Administrative Agent from the Lenders and in like
funds as received by the Administrative Agent.

(b) Any borrowing of Eurodollar Loans hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving
effect thereto, (i) the aggregate principal amount of all Eurodollar Loans
having the same Interest Period shall not be less than $2,000,000 or a whole
multiple of $1,000,000 in excess thereof and (ii) no more than sixteen Interest
Periods shall be in effect at any one time.

4.2 Conversion and Continuation Options. (a) Subject to
subsection 4.12, the Company may elect from time to time to convert Eurodollar
Loans into Alternate Base Rate Loans by giving the Administrative Agent
irrevocable notice of such election, to be received by the Administrative Agent
prior to 2:00 p.m., New York City time, at least three Business Days prior to
the proposed conversion date. The Company may elect from time to time to
convert all or a portion of the Alternate Base Rate Loans (other than Swing
Line Loans) then outstanding to Eurodollar Loans by giving the Administrative
Agent irrevocable notice of such election, to be received by the Administrative
Agent prior to 2:00 p.m., New York City
<PAGE> 36
31

time, at least three Business Days prior to the proposed conversion date,
specifying the Interest Period selected therefor, and, unless a Default or
Event of Default has occurred and is continuing and the Administrative Agent or
the Required Lenders have given written notice thereof to the Company, such
conversion shall be made on the requested conversion date or, if such requested
conversion date is not a Business Day, on the next succeeding Business Day.
Upon receipt of any notice pursuant to this subsection 4.2, the Administrative
Agent shall promptly notify each Lender thereof. All or any part of the
outstanding Loans (other than Swing Line Loans) may be converted as provided
herein, provided that partial conversions of Alternate Base Loans shall be in
the aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in
excess thereof and the aggregate principal amount of the resulting Eurodollar
Loans outstanding in respect of any one Interest Period shall be at least
$2,000,000 or a whole multiple of $1,000,000 in excess thereof.

(b) Any Eurodollar Loans may be continued as such upon
the expiration of the then current Interest Period with respect thereto by the
Company giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection
1.1, of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Required Lenders have, by written notice to the Company, determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 4.1(b) would be contravened or (iii) after the date that is one
month prior to the Revolving Credit Termination Date (in the case of
continuations of Revolving Credit Loans) or the date of the final installment
of principal of the Term Loans, as applicable.

(c) Notwithstanding anything in this Agreement to the
contrary, unless otherwise agreed to by the Administrative Agent, no Loan shall
be made as, converted to or continued as a Eurodollar Loan during the period
commencing on the Closing Date and ending on the 33rd day following the Closing
Date; provided that all or a portion of the Loans made on the Closing Date may,
at the Company's option, subject to the other provisions of this Agreement, be
converted to Eurodollar Loans with an Interest Period of one month on or after
the third day following the Closing Date.

4.3 Changes of Commitment Amounts. (a) The Company shall
have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate or, from time to time, permanently reduce
the Revolving Credit Commitments, subject to the provisions of this subsection
4.3. To the extent, if any, that the sum of the amount of the Revolving Credit
Loans, Swing Line Loans and L/C Obligations then outstanding and the amounts
available to be drawn under outstanding Letters of Credit exceeds the amount of
the Revolving Credit Commitments as then reduced, the Company shall be required
to make a prepayment equal to such excess amount, the proceeds of which shall
be applied first, to payment of the Swing Line Loans then outstanding, second,
to payment of the Revolving Credit Loans then outstanding, third, to payment of
any L/C Obligations then outstanding, and fourth, to cash collateralize any
outstanding Letters of Credit on terms reasonably satisfactory to the
Administrative Agent. Any such termination of the Revolving Credit Commitments
shall be accompanied by prepayment in full of the Revolving Credit Loans, Swing
Line Loans and L/C Obligations then outstanding and by cash
<PAGE> 37
32

collateralization of any outstanding Letters of Credit on terms reasonably
satisfactory to the Administrative Agent. Upon termination of the Revolving
Credit Commitments, any Letter of Credit then outstanding which has been so
cash collateralized shall no longer be considered a "Letter of Credit" as
defined in subsection 1.1 and any L/C Participating Interests heretofore
granted by the Issuing Lender to the Lenders in such Letter of Credit shall be
deemed terminated (subject to automatic reinstatement in the event that such
cash collateral is returned and the Issuing Lender is not fully reimbursed for
any such L/C Obligations) but the Letter of Credit fees payable under
subsection 3.9 shall continue to accrue to the Issuing Lender and the
Participating Lenders (or, in the event of any such automatic reinstatement, as
provided in subsection 3.9) with respect to such Letter of Credit until the
expiry thereof.

(b) In the case of termination of the Revolving Credit
Commitments, interest accrued on the amount of any prepayment relating thereto
and any unpaid commitment fee accrued hereunder shall be paid on the date of
such termination. Any such partial reduction of the Revolving Credit
Commitments shall be in an amount of $2,000,000, or a whole multiple of
$1,000,000 in excess thereof, and shall, in each case, reduce permanently the
amount of the Revolving Credit Commitments then in effect.

4.4 Optional and Mandatory Prepayments; Repayments of Term
Loans. (a) Subject to subsection 4.12, the Company may at any time and from
time to time prepay Loans, in whole or in part, without premium or penalty,
upon at least one Business Day's (or, in the case of Swing Line Loans, by 2:00
p.m., New York City time, on the same Business Day) irrevocable notice to the
Administrative Agent in the case of Alternate Base Rate Loans, and three
Business Days' irrevocable notice to the Administrative Agent in the case of
Eurodollar Loans, specifying the date and amount of prepayment and whether the
prepayment is of Revolving Credit Loans or Term Loans. Upon receipt of such
notice the Administrative Agent shall promptly notify each Lender thereof. If
such notice is given, the Company shall make such prepayment, and the payment
amount specified in such notice shall be due and payable, on the date specified
therein. Partial prepayments (i) of Term Loans shall be in an aggregate
principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple
of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II)
$1,000,000, or a whole multiple of $100,000 in excess thereof with respect to
Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the
Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate
principal amount equal to the lesser of (A) (I) $2,000,000 or a whole multiple
of $1,000,000 in excess thereof with respect to Eurodollar Loans or (II)
$1,000,000, or a whole multiple of $100,000 in excess thereof with respect to
Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the
Revolving Credit Loans, as the case may be. Prepayments of the Term Loans
pursuant to this subsection 4.4(a) shall be applied to the remaining
installments thereof ratably according to the amounts of such installments.

(b) (i) Unless the Section 4.4 Lenders shall otherwise
agree, if Holdings, the Company or any of its Subsidiaries shall issue any
Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds thereof
(excluding amounts provided by the Investors) shall be promptly applied toward
the prepayment of the Term Loans (applied to the remaining installments thereof
ratably according to the amounts thereof); provided, that Net Proceeds of such
issuance shall be deemed to be Net Proceeds of such issuance for purposes of
this subsection 4.4(b)(i) only after deducting therefrom the redemption or
repurchase or
<PAGE> 38
33

cancellation of the preferred stock of the Company held by Holdings (and the
concurrent redemption, repayment or repurchase by Holdings of the Holdings
Subordinated Debt with the proceeds of such repurchase, redemption or
cancellation) and the redemption of up to 35% of the Permanent Subordinated
Debt under the "equity clawback" provision thereof and, in each case, the
payment of any premium or penalties or accrued interest or dividends with
respect thereto.

(ii) Unless the Section 4.4 Lenders and the Company shall
otherwise agree, if the Company or any of its Subsidiaries shall incur or
permit the incurrence of any Indebtedness subsequent to the Closing Date (other
than Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the
extent the Net Proceeds of such Indebtedness are used to repay, redeem, retire
or repurchase the then outstanding Permanent Subordinated Debt in accordance
with subsection 8.1(d)), (e), (f), (g), (h), (i), (j), (k) and subordinated
Indebtedness provided by the Investors), 100% of the Net Proceeds thereof shall
be promptly applied toward the prepayment of the Loans and reduction of the
Commitments as set forth in clause (v) of this subsection 4.4(b).

(iii) Unless the Section 4.4 Lenders shall otherwise agree,
the Company or any of its Subsidiaries shall receive Net Proceeds from any
Asset Sale subsequent to the Closing Date, such Net Proceeds shall be promptly
applied toward the prepayment of the Loans and reduction of the Commitments as
set forth in clause (v) of this subsection 4.4(b); provided, that such Net
Proceeds need not be applied to the prepayment of the Loans and the reduction
of the Commitments until the earlier of the date that the aggregate amount of
Net Proceeds received by the Company or any of its Subsidiaries from any Asset
Sales exceeds $2,000,000 (and has not yet been applied to the prepayment of the
Loans and the reduction of the Commitments hereunder) and the date which is six
months after the last application of Net Proceeds pursuant to this subsection
4.4(b)(iii).

(iv) So long as there are any Term Loans outstanding,
unless the Section 4.4 Lenders and the Company shall otherwise agree, if there
shall be Excess Cash Flow as at the end of any fiscal year commencing with the
Company's fiscal year ending on February 1, 1998, 50% of such Excess Cash Flow,
less the portion of any Excess Cash Flow which has been previously applied
toward prepayments of the Term Loans pursuant to this clause (iv), shall be
applied toward prepayment of the Term Loans (applied to the remaining
installments thereof ratably according to the amounts thereof). Each such
prepayment shall be made not later than 120 days after the end of such fiscal
year.

(v) Except as otherwise provided in this subsection
4.4(b), prepayments made pursuant to this subsection 4.4(b) shall be applied by
the Company, first, to the prepayment of the Term Loans (applied to the
remaining installments thereof ratably according to the amounts thereof) and,
second, to reduce permanently the Revolving Credit Commitments. Any such
reduction of the Revolving Credit Commitments shall be accompanied by
prepayment of, first, the Swing Line Loans, second, the Revolving Credit Loans
and, third, the L/C Obligations to the extent, if any, that the sum of the
aggregate outstanding principal amount of Revolving Credit Loans, the aggregate
outstanding principal amount of all Swing Line Loans, the aggregate amount
available to be drawn under all outstanding Letters of Credit and the aggregate
outstanding amount of all L/C Obligations, in
<PAGE> 39
34

each case of all Lenders, exceeds the amount of the aggregate Revolving Credit
Commitments as so reduced, provided that if the aggregate principal amount of
Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding
is less than the amount of such excess (because Letters of Credit constitute a
portion thereof), the Company shall, to the extent of the balance of such
excess, replace outstanding Letters of Credit and/or deposit an amount in cash
in a cash collateral account established for the benefit of the Lenders.

(vi) The Company shall give the Administrative Agent
(which shall promptly notify each Lender) at least one Business Day's notice of
each prepayment or mandatory reduction pursuant to this subsection 4.4(b)
setting forth the date and amount thereof. Except as otherwise may be agreed
by the Company and the Required Lenders, any prepayment of Loans pursuant to
this subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans
then outstanding and the balance of such prepayment, if any, to the Eurodollar
Loans then outstanding; provided that prepayments of Eurodollar Loans, if not
on the last day of the Interest Period with respect thereto, shall, at the
Company's option, be prepaid subject to the provisions of subsection 4.12 or
the amount of such prepayment (after application to any Alternate Base Rate
Loans) shall be deposited with the Administrative Agent as cash collateral for
the Loans on terms reasonably satisfactory to the Administrative Agent and
thereafter shall be applied in the order of the Interest Periods next ending
most closely to the date such prepayment is required to be made and on the last
day of each such Interest Period. After such application, unless an Event of
Default shall have occurred and be continuing, any remaining interest earned on
such cash collateral shall be paid to the Company.

(c) The Term Loans shall be repaid in twelve consecutive
semi-annual installments each on the dates set forth below (each such day, an
"Installment Payment Date") in an aggregate amount equal to the amount
specified for each such Installment Payment Date, as such amounts may be
reduced pursuant to subsection 4.4(b):

Installment Payment Date Installment Amount
------------------------ ------------------
<S> <C>
June 30, 1998 $500,000
December 31, 1998 $500,000
June 30, 1999 $500,000
December 31, 1999 $500,000
June 30, 2000 $500,000
December 31, 2000 $500,000
June 30, 2001 $23,000,000
December 31, 2001 $23,000,000
June 30, 2002 $31,500,000
December 31, 2002 $31,500,000
June 30, 2003 $31,500,000
October 31, 2003 $31,500,000
</TABLE>

(d) Any and all amounts repaid on account of the Term Loans
pursuant to this subsection 4.4 or otherwise may not be reborrowed. Accrued
interest on the amount of any prepayments shall be paid on the Interest Payment
Date next succeeding the date of any
<PAGE> 40
35

partial prepayment and on the date on such prepayment in the case of a
prepayment in full of any Loans.

4.5 Interest Rates and Payment Dates. (a) Eurodollar Loans
shall bear interest for each day during each Interest Period applicable
thereto, commencing on (and including) the first day of such Interest Period
to, but excluding, the last day of such Interest Period, on the unpaid
principal amount thereof at a rate per annum equal to the Eurodollar Rate
determined for such Interest Period plus the Applicable Margin.

(b) Alternate Base Rate Loans shall bear interest for the
period from and including the date such Loans are made to, but excluding, the
maturity date thereof, or to, but excluding, the conversion date if such Loans
are earlier converted into Eurodollar Loans on the unpaid principal amount
thereof at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin.

(c) If all or a portion of (i) the principal amount of any of
the Loans or (ii) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise) such Loan, if a
Eurodollar Loan, shall be converted into an Alternate Base Rate Loan at the end
of the then-current Interest Period for said Eurodollar Loan (which conversion
shall occur automatically and without need for compliance with the conditions
for conversion set forth in subsection 4.2), and any such overdue amount shall,
without limiting the rights of the Lenders under Section 9, bear interest
(which shall be payable on demand) at a rate per annum which is 2% above the
Alternate Base Rate plus the Applicable Margin (or, in the case of a Eurodollar
Loan, the Eurodollar Rate for the Interest Period plus the Applicable Margin
plus 2%, if higher) from the date of such non-payment until paid in full (as
well after as before judgment).

(d) Interest shall be payable in arrears on each Interest
Payment Date and on the date of payment in full of the respective Loans and in
the case of the Revolving Credit Loans on date of termination of the Revolving
Credit Commitments.

4.6 Computation of Interest and Fees. (a) Interest in
respect of Alternate Base Rate Loans, at any time that the Alternate Base Rate
is determined by reference to the Prime Rate, and all fees hereunder shall be
calculated on the basis of a 365 (or 366 as the case may be) day year for the
actual days elapsed. Interest in respect of Eurodollar Loans and in respect of
Alternate Base Rate Loans, at any time that the Alternate Base Rate is
determined by reference to the Base CD Rate or the Federal Funds Effective
Rate, shall be calculated on the basis of a 360 day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the
Company and the Lenders of each determination of a Eurodollar Rate. Any change
in the interest rate on a Loan resulting from a change in the Alternate Base
Rate or the Eurocurrency Reserve Requirements shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate
is announced or such change in the Eurocurrency Reserve Requirements becomes
effective, as the case may be. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of the effective date and the
amount of each such change.
<PAGE> 41
36

(b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Company and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Company,
deliver to the Company a statement showing the quotations used by the
Administrative Agent in determining the Eurodollar Rate.

(c) If at any time the Reference Lender shall cease to be
a Lender hereunder, such Lender shall cease to be the Reference Lender, and
then the Administrative Agent, upon Agreement with the Company, shall, by
notice to the Company and the Lenders, designate another Lender as reference
Lender.

(d) Each Reference Lender shall use its best efforts to
furnish quotations of rates to the Administrative Agent as contemplated hereby.

4.7 Certain Fees. The Company agrees to pay to the
Administrative Agent, for its own account, a non-refundable agent's fee, in the
amount per annum as set forth in the fee letter, dated as of November 17, 1997,
between Chase and the Company payable in advance on the Closing Date and
annually thereafter.

4.8 Inability to Determine Interest Rate. In the event that
the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to (i) proposed Loans that the Company has requested be made as Eurodollar
Loans, (ii) any Eurodollar Loans that will result from the requested conversion
of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii)
the continuation of any Eurodollar Loan as such for an additional Interest
Period, or (b) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not generally available to
the Lenders in their respective Eurodollar Lending Offices' interbank
eurodollar markets, the Administrative Agent shall forthwith give telecopy
notice of such determination, confirmed in writing, to the Company and the
Lenders at least one day prior to, as the case may be, the requested Borrowing
Date, the conversion date or the last day of such Interest Period. If such
notice is given (i) any requested Eurodollar Loans shall be made as Alternate
Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been
converted to Eurodollar Loans shall be continued as Alternate Base Rate Loans,
and (iii) any outstanding Eurodollar Loans shall be converted, on the last day
of the then current Interest Period applicable thereto, into Alternate Base
Rate Loans. Until such notice has been withdrawn by the Administrative Agent,
no further Eurodollar Loans shall be made and no Alternate Base Rate Loans
shall be converted to Eurodollar Loans.

4.9 Pro Rata Treatment and Payments. (a) Except to the
extent otherwise provided herein, each borrowing of Loans by the Company from
the Lenders and any reduction of the Commitments of the Lenders hereunder shall
be made pro rata according to the relevant Commitment Percentages of the
Lenders with respect to the Loans borrowed or the Commitments to be reduced.
<PAGE> 42
37

(b) Whenever any payment received by the Administrative Agent
under this Agreement or any Note or any Credit Document is insufficient to pay
in full all amounts then due and payable to the Administrative Agent and the
Lenders under this Agreement:

(i) If the Administrative Agent has not received a
Payment Sharing Notice (or, if the Administrative Agent has received a
Payment Sharing Notice but the Event of Default specified in such
Payment Sharing Notice has been cured or waived in accordance with the
provisions of this Agreement), such payment shall be distributed by
the Administrative Agent and applied by the Administrative Agent and
the Lenders in the following order: First, to the payment of fees and
expenses due and payable to the Administrative Agent under and in
connection with this Agreement and the other Credit Documents; Second,
to the payment of all expenses due and payable under subsection 11.5,
ratably among the Lenders in accordance with the aggregate amount of
such payments owed to each such Lender; Third, to the payment of fees
due and payable under subsections 3.2 and 3.9, ratably among the
Lenders in accordance with the Commitment Percentage of each Lender of
the Commitment for which such payment is owed and, in the case of an
Issuing Lender, the amount retained by such Issuing Lender for its own
account pursuant to subsection 3.9; Fourth, to the payment of interest
then due and payable on the Loans and on the L/C Obligations, ratably
in accordance with the aggregate amount of interest owed to each such
Lender; and Fifth, to the payment of the principal amount of the Loans
and the L/C Obligations which is then due and payable, ratably among
the Lenders in accordance with the aggregate principal amount owed to
each such Lender; or

(ii) If the Administrative Agent has received a Payment
Sharing Notice which remains in effect, all payments received by the
Administrative Agent under this Agreement or any Note shall be
distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the following order: First,
to the payment of all amounts described in clauses "First" through
"Third" of the foregoing clause (i), in the order set forth therein;
Second, to the payment of the interest accrued on all Loans and L/C
Obligations, regardless of whether any such amount is then due and
payable, ratably among the Lenders in accordance with the aggregate
accrued interest plus the aggregate principal amount owed to such
Lender; and Third, to the payment of the principal amount of all Loans
and L/C Obligations, regardless of whether any such amount is then due
and payable, ratably among the Lenders in accordance with the
aggregate principal amount owed to such Lender.

(c) If any Lender (a "Non-Funding Lender") has (x) failed to
make a Revolving Credit Loan required to be made by it hereunder, and the
Administrative Agent has determined that such Lender is not likely to make such
Revolving Credit Loan or (y) given notice to the Company or the Administrative
Agent that it will not make, or that it has disaffirmed or repudiated any
obligation to make, any Revolving Credit Loan, in each case by reason of the
provisions of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989, as amended, or otherwise, (i) any payment made on account of the
principal of the Revolving Credit Loans outstanding shall be made as follows:
<PAGE> 43
38

(A) in the case of any such payment made on any date when and
to the extent that, in the determination of the Administrative Agent,
the Company would be able, under the terms and conditions hereof, to
reborrow the amount of such payment under the Commitments and to
satisfy any applicable conditions precedent set forth in Section 6 to
such reborrowing, such payment shall be made on account of the
outstanding Revolving Credit Loans held by the Lenders other than the
Non-Funding Lender pro rata according to the respective outstanding
principal amounts of the Revolving Credit Loans of such Lenders; and

(B) otherwise, such payment shall be made on account of the
outstanding Revolving Credit Loans held by the Lenders pro rata
according to the respective outstanding principal amounts of such
Revolving Credit Loans; and

(ii) any payment made on account of interest on the Revolving Credit Loans
shall be made pro rata according to the respective amounts of accrued and
unpaid interest due and payable on the Revolving Credit Loans with respect to
which such payment is being made. The Company agrees to give the
Administrative Agent such assistance in making any determination pursuant to
subparagraph (i)(A) of this paragraph as the Administrative Agent may
reasonably request. The Administrative Agent shall notify the Lenders of any
such determination, which shall be conclusive and binding on the Lenders.

(d) All payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made without
set-off or counterclaim and shall be made to the Administrative Agent, for the
account of the Lenders at the Administrative Agent's office located at 270 Park
Avenue, New York, New York 10017, in lawful money of the United States of
America and in immediately available funds. The Administrative Agent shall
promptly distribute such payments in accordance with the provisions of
subsection 4.9(b) promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on Eurodollar Loans) would become due
and payable on a day other than a Business Day, such payment shall become due
and payable on the next succeeding Business Day and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day (and with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension), unless the result of such extension would be to extend such
payment into another calendar month in which event such payment shall be made
on the immediately preceding Business Day.

(e) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make
the amount which would constitute its Commitment Percentage of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making such amount available to the Administrative Agent in
accordance with subsection 4.1 and the Administrative Agent may, in reliance
upon such assumption, make available to the Company thereof a corresponding
amount. If such amount is not made available to the Administrative Agent by
the required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the
<PAGE> 44
39

daily average Federal Funds Effective Rate for the period until such Lender
makes such amount immediately available to the Administrative Agent. A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this subsection 4.9(e) shall be conclusive, absent
manifest error. If such Lender's Commitment Percentage of such borrowing is
not in fact made available to the Administrative Agent by such Lender within
three Business Days of such Borrowing Date, the Administrative Agent shall also
be entitled to recover such amount with interest thereon at the rate per annum
applicable to Alternate Base Rate Loans hereunder, on demand, from the Company,
without prejudice to any rights which the Company or the Administrative Agent
may have against such Lender hereunder. Nothing contained in this subsection
4.9 shall relieve any Lender which has failed to make available its ratable
portion of any borrowing hereunder from its obligation to do so in accordance
with the terms hereof.

(f) The failure of any Lender to make the Loan to be made by
it on any Borrowing Date shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall
be responsible for the failure of any other Lender to make the Loan to be made
by such other Lender on such Borrowing Date.

(g) All payments and optional prepayments (other than
prepayments as set forth in subsection 4.11 with respect to increased costs) of
Eurodollar Loans hereunder shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, the aggregate principal
amount of all Eurodollar Loans with the same Interest Period shall not be less
than $2,000,000 or a whole multiple of $1,000,000 in excess thereof.

4.10 Illegality. Notwithstanding any other provision herein,
if any Change in Law occurring after the date that any lender becomes a Lender
party to this Agreement, shall make it unlawful for such Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement, the commitment of
such Lender hereunder to make Eurodollar Loans or to convert all or a portion
of Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended
until such time, if any, as such illegality shall no longer exist and such
Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans for the duration of the respective
Interest Periods (or, if permitted by applicable law, at the end of such
Interest Periods) and all payments of principal which would otherwise be
applied to such Eurodollar Loans shall be applied instead to such Lender's
Alternate Base Rate Loans. The Company hereby agrees to pay any Lender,
promptly upon its demand, any amounts payable pursuant to subsection 4.12 in
connection with any conversion in accordance with this subsection 4.10 (such
Lender's notice of such costs, as certified in reasonable detail as to such
amounts to the Company through the Administrative Agent, to be conclusive
absent manifest error).

4.11 Requirements of Law. (a) In the event that any Change
in Law or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority occurring after the date that any lender becomes a Lender party to
this Agreement:

(i) does or shall subject any such Lender or its
Eurodollar Lending Office to any tax of any kind whatsoever with
respect to this Agreement, any Note or any
<PAGE> 45
40

Eurodollar Loans made by it, or change the basis of taxation of
payments to such Lender or its Eurodollar Lending Office of principal,
the commitment fee, interest or any other amount payable hereunder
(except for (x) net income and franchise taxes imposed on the net
income of such Lender or its Eurodollar Lending Office by the
jurisdiction under the laws of which such Lender is organized or any
political subdivision or taxing authority thereof or therein, or by
any jurisdiction in which such Lender's Eurodollar Lending Office is
located or any political subdivision or taxing authority thereof or
therein, including changes in the rate of tax on the overall net
income of such Lender or such Eurodollar Lending Office, and (y) taxes
resulting from the substitution of any such system by another system
of taxation, provided that the taxes payable by Lenders subject to
such other system of taxation are not generally charged to borrowers
from such Lenders having loans or advances bearing interest at a rate
similar to the Eurodollar Rate);

(ii) does or shall impose, modify or hold applicable any
reserve, special deposit, compulsory loan or similar requirement
against assets held by, or deposits or other liabilities in or for the
account of, advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender which are not
otherwise included in the determination of the Eurodollar Rate; or

(iii) does or shall impose on such Lender any other
condition;

and the result of any of the foregoing is to increase the cost to such Lender
or its Eurodollar Lending Office of making, converting, renewing or maintaining
advances or extensions of credit or to reduce any amount receivable hereunder,
in each case, in respect of its Eurodollar Loans, then, in any such case, the
Company shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender deems to be material as determined by such Lender
with respect to such Eurodollar Loans, together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the Alternate Base Rate plus 1%.

(b) In the event that any Change in Law occurring after the
date that any lender becomes a Lender party to this Agreement with respect to
any such Lender shall, in the opinion of such Lender, require that any
Commitment of such Lender be treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital to be maintained by
such Lender or any corporation controlling such Lender, and such Change in Law
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital, as the case may be, as a consequence of such Lender's
obligations hereunder to a level below that which such Lender or such
corporation, as the case may be, could have achieved but for such Change in Law
(taking into account such Lender's or such corporation's policies, as the case
may be, with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time following notice by such Lender to the
Company of such Change in Law as provided in paragraph (c) of this subsection
4.11, within 15 days after demand by such Lender, the Company shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such
corporation, as the case may be, for such reduction.
<PAGE> 46
41

(c) The Company shall not be required to make any payments to
any Lender for any additional amounts pursuant to this subsection 4.11 unless
such Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments prior to or within 60 days after
the date on which such Lender became entitled to claim such amounts. If any
Lender has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (a) of this subsection 4.11, the Company
at any time thereafter may, upon at least three Business Days' notice to the
Administrative Agent (which shall promptly notify the Lenders thereof), and
subject to subsection 4.12, prepay (or convert into Alternate Base Rate Loans)
all (but not a part) of the Eurodollar Loans then outstanding. Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
paragraph (a) of this subsection 4.11 with respect to such Lender, it will, if
requested by the Company and to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the
increase in costs or reduction in payments resulting from such event
(including, without limitation, endeavoring to change its Eurodollar Lending
Office); provided, however, that such avoidance or minimization can be made in
such a manner that such Lender, in its sole determination, suffers no economic,
legal or regulatory disadvantage. If any Lender requests compensation from the
Company under this subsection 4.11, the Company may, by notice to such Lender
(with a copy to the Administrative Agent), suspend the obligation of such
Lender thereafter to make or continue Loans of the Type with respect to which
such compensation is requested, or to convert Loans of any other Type into
Loans of such Type, until the Requirement of Law giving rise to such request
ceases to be in effect, provided that such suspension shall not affect the
right of such Lender to receive the compensation so requested.

(d) Each Lender that is not a United States Person (as
defined in Section 7701(a)(30) of the Code) for federal income tax purposes
either (1) in the case of a Lender that is a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, (i) represents to the Company (for the
benefit of the Company and the Administrative Agent) that under applicable law
and treaties no taxes are required to be withheld by the Company or the
Administrative Agent with respect to any payments to be made to such Lender in
respect of the Loans or the L/C Participating Interests, (ii) agrees to furnish
to the Company, with a copy to the Administrative Agent, either U.S. Internal
Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein
such Lender claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder) and (iii) agrees (for the
benefit of the Company and the Administrative Agent), to the extent it may
lawfully do so at such times, to provide the Company, with a copy to the
Administrative Agent, a new Form 4224 or Form 1001 upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws and regulations and amendments duly
executed and completed by such Lender, and to comply from time to time with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption or (2) in the case of a Lender that is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (i) represents to the Company (for
the benefit of the Company and the Administrative Agent) that it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (ii) agrees to furnish
to the Company, with a copy to the Administrative Agent, (A) a certificate
substantially in the form of Exhibit K hereto (any such certificate, a
"Subsection 4.11(d)(2) Certificate") and (B) two accurate and complete original
signed copies of Internal Revenue Service Form W-8, certifying to such Lender's
legal
<PAGE> 47
42

entitlement at the Closing Date to an exemption from U.S. withholding tax under
the provisions of Section 881(c) of the Code with respect to all payments to be
made under this Agreement, and (iii) agrees, to the extent legally entitled to
do so, upon reasonable request by the Company, to provide to the Company (for
the benefit of the Company and the Administrative Agent) such other forms as
may be required in order to establish the legal entitlement of such Lender to
an exemption from withholding with respect to payments under this Agreement.
Notwithstanding any provision of this subsection 4.11 to the contrary, the
Company shall have no obligation to pay any amount to or for the account of any
Lender (or the Eurodollar Lending Office of any Lender) on account of any taxes
pursuant to this subsection 4.11, to the extent that such amount results from
(i) the failure of any Lender to comply with its obligations pursuant to this
subsection 4.11, (ii) any representation or warranty made or deemed to be made
by any Lender pursuant to this subsection 4.11(d) proving to have been
incorrect, false or misleading in any material respect when so made or deemed
to be made or (iii) any Change in Law or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority, the effect of which would be to subject
to any taxes any payment made pursuant to this Agreement to any Lender making
the representation and covenants set forth in subsection 4.11(d)(2), which
payment would not be subject to such taxes were such Lender eligible to make
and comply with, and actually made and complied with, the representation and
covenants set forth in subsection 4.11(d)(1) hereinabove.

(e) A certificate in reasonable detail as to any amounts
submitted by such Lender, through the Administrative Agent, to the Company,
shall be conclusive in the absence of manifest error. The covenants contained
in this subsection 4.11 shall survive the termination of this Agreement and
repayment of the Loans.

4.12 Indemnity. The Company agrees to indemnify each Lender
and to hold such Lender harmless from any loss or expense (but without
duplication of any amounts payable as default interest) which such Lender may
sustain or incur as a consequence of (a) default by the Company in payment of
the principal amount of or interest on any Eurodollar Loans of such Lender,
including, but not limited to, any such loss or expense arising from interest
or fees payable by such Lender to lenders of funds obtained by it in order to
make or maintain its Eurodollar Loans hereunder, (b) default by the Company in
making a borrowing after the Company has given a notice in accordance with
subsection 4.1 or in making a conversion of Alternate Base Rate Loans to
Eurodollar Loans or in continuing Eurodollar Loans as such, in either case,
after the Company has given notice in accordance with subsection 4.2, (c)
default by the Company in making any prepayment after the Company has given a
notice in accordance with subsection 4.4 or (d) a payment or prepayment of a
Eurodollar Loan or conversion (including without limitation, a conversion
pursuant to subsection 4.10) of any Eurodollar Loan into an Alternate Base Rate
Loan, in either case on a day which is not the last day of an Interest Period
with respect thereto, including, but not limited to, any such loss or expense
arising from interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain its Eurodollar Loans hereunder (but
excluding loss of profit). This covenant shall survive termination of this
Agreement and repayment of the Loans.
<PAGE> 48
43

4.13 Repayment of Loans; Evidence of Debt. (a) The Company
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the then unpaid principal amount of each Revolving
Credit Loan of such Lender on the Revolving Credit Termination Date, (ii) the
principal amount of the Term Loan of such Lender, in twelve consecutive
installments, payable on each Installment Payment Date (or the then unpaid
principal amount of such Term Loan, or the date that the Term Loans become due
and payable pursuant to Section 9 and on the Maturity Date and (iii) the then
unpaid principal amount of the Swing Line Loans of the Swing Line Lender on the
Revolving Credit Termination Date. The Company hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 4.5.

(b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Company to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

(c) The Administrative Agent shall maintain the Register
pursuant to subsection 11.6(d), and a subaccount therein for each Lender, in
which shall be recorded (i) the amount of each Revolving Credit Loan and Term
Loan made hereunder, the Type thereof and each Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Company to each Lender hereunder and (iii) both
the amount of any sum received by the Administrative Agent hereunder from the
Company and each Lender's share thereof.

(d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 4.13(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the Loans made to
such Company by such Lender in accordance with the terms of this Agreement.

(e) The Company agrees that, upon the request to the
Administrative Agent by any Lender and receipt by the Company of any notes
issued to such Lender under the Existing Credit Agreement, the Company will
execute and deliver to such Lender (i) a promissory note of the Company
evidencing the Revolving Credit Loans of such Lender, substantially in the form
of Exhibit A with appropriate insertions as to date and principal amount (a
"Revolving Credit Note"), and/or (ii) a promissory note of the Company
evidencing the Term Loan of such Lender, substantially in the form of Exhibit B
with appropriate insertions as to date and principal amount (a "Term Loan
Note"), and/or (iii) in the case of the Swing Line Lender, a promissory note of
the Company evidencing the Swing Line Loans of the Swing Line Lender,
substantially in the form of Exhibit C with appropriate insertions as to date
and principal amount (the "Swing Line Note ").

4.14 Replacement of Lenders. In the event any Lender or the
Issuing Lender exercises its rights pursuant to subsection 4.10 or requests
payments pursuant to subsections
<PAGE> 49
44

3.10 or 4.11, the Company may require, at the Company's expense and subject to
subsection 4.12, such Lender or the Issuing Lender to assign, at par plus
accrued interest and fees, without recourse (in accordance with subsection
11.6) all of its interests, rights and obligations hereunder (including all of
its Commitments and the Loans and other amounts at the time owing to it
hereunder and its Notes and its interest in the Letters of Credit) to a bank,
financial institution or other entity specified by the Company, provided that
(i) such assignment shall not conflict with or violate any law, rule or
regulation or order of any court or other Governmental Authority, (ii) the
Company shall have received the written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, to such assignment, (iii) the
Company shall have paid to the assigning Lender or the Issuing Lender all
monies other than principal, interest and fees accrued and owing hereunder to
it (including pursuant to subsections 3.10, 4.10 and 4.11) and (iv) in the case
of a required assignment by the Issuing Lender, the Letters of Credit shall be
canceled and returned to the Issuing Lender.

SECTION 5. REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement
and to make the Loans and to induce the Issuing Lender to issue, and the
Participating Lenders to participate in, the Letters of Credit, the Company
hereby represents and warrants to each Lender and the Administrative Agent, as
of the Closing Date and as of the making of any extension of credit hereunder:

5.1 Financial Condition. (a) The consolidated balance sheet
of the Company and its consolidated Subsidiaries as at February 2, 1997 and the
related consolidated statement of operations for the fiscal year ended on such
date, audited by Coopers & Lybrand L.L.P., or any successor thereto, a copy of
which has heretofore been furnished to each Lender, present fairly in
accordance with GAAP the consolidated financial condition of the Company and
its consolidated Subsidiaries as at such date, and the consolidated results of
their operations and their consolidated cash flows for the fiscal year then
ended. All such financial statements have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved
by such accountants and as disclosed therein). Neither the Company nor any of
its consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Contingent Obligation, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any material interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto or expressly permitted to be
incurred hereunder.

(b) The unaudited consolidated balance sheets of the Company
as at August 3, 1997, certified by a Responsible Officer of the Company, copies
of which have heretofore been furnished to each Lender, present fairly in
accordance with GAAP the financial position of the Company and its consolidated
Subsidiaries as at such dates. Such balance sheets, including the related
schedules and notes thereto, have been prepared in accordance with GAAP (except
as approved by such Responsible Officer and disclosed therein). The Company
and its consolidated Subsidiaries did not have at the date of such balance
sheets, any material Contingent Obligation, contingent liability or liability
for taxes, or any long-term
<PAGE> 50
45

lease or unusual forward or long-term commitment, including, without
limitation, any interest rate or foreign currency exchange transaction, which
is not reflected in such balance sheets or in the notes thereto. During the
period from August 3, 1997 to the Closing Date, no dividends or other
distributions have been declared, paid or made upon the Capital Stock of the
Company or any of its consolidated Subsidiaries nor has any of the Capital
Stock of the Company or any of its consolidated Subsidiaries been redeemed,
retired, purchased or otherwise acquired for value by the Company or any of its
consolidated Subsidiaries, respectively, except as permitted by subsection
8.11.

(c) The unaudited consolidated pro forma balance sheet of the
Company and its consolidated Subsidiaries as at the Closing Date, certified by
a Responsible Officer of the Company (the "Pro Forma Balance Sheet"), a copy of
which has heretofore been furnished to each Lender, is the unaudited balance
sheet of the Company and its consolidated Subsidiaries, adjusted to give effect
(as if such events had occurred on such date, but excluding any purchase
accounting adjustments) to (i) the Transaction, (ii) and the issuance of the
Letters of Credit to be incurred or issued, as the case may be, on the Closing
Date and (iii) the incurrence of all Indebtedness that the Company and its
consolidated Subsidiaries expects to incur, and the payment of all amounts the
Company and its consolidated Subsidiaries expects to pay, in connection with
the Transaction. The Pro Forma Balance Sheet, together with the notes thereto,
was prepared based on good faith assumptions in accordance with GAAP, excluding
any purchase accounting adjustments, and is based on the best information
available to the Company and its consolidated Subsidiaries as of the date of
delivery thereof, and reflects on a pro forma basis the financial position of
the Company and its consolidated Subsidiaries as of the Closing Date as
adjusted, as described above, assuming that the events specified in the
preceding sentence had actually occurred at the Closing Date.

5.2 No Change. Since February 2, 1997, (a) there has been no
change, and (as of the Closing Date only) no development or event, which has
had or could reasonably be expected to have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of operations
of the Company and its Subsidiaries taken as a whole and (b) no dividends or
other distributions have been declared, paid or made upon the Capital Stock of
the Company nor has any of the Capital Stock of the Company been redeemed,
retired, repurchased or otherwise acquired for value by the Company or any of
its Subsidiaries, except as permitted by subsection 8.11.

5.3 Corporate Existence; Compliance with Law. Each of the
Company and its Subsidiaries (a) is a corporation duly organized and validly
existing under the laws of the jurisdiction of its incorporation, (b) has full
corporate power and authority and possesses all governmental franchises,
licenses, permits, authorizations and approvals necessary to enable it to use
its corporate name and to own, lease or otherwise hold its properties and
assets and to carry on its business as presently conducted other than such
franchises, licenses, permits, authorizations and approvals the lack of which,
individually or in the aggregate, would not have a material adverse effect on
the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries, taken as a whole, (c) is duly
qualified and in good standing to do business in each jurisdiction in which the
nature of its business or the ownership, leasing or holding of its properties
makes such qualification necessary, except such jurisdictions where the failure
so to qualify would not have a material
<PAGE> 51
46

adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries, taken as a whole,
and (d) except as disclosed in the Environmental Reports, is in compliance with
all applicable statutes, laws, ordinances, rules, orders, permits and
regulations of any governmental authority or instrumentality, domestic or
foreign (including, without limitation, those related to Hazardous Materials
and substances), except where noncompliance would not be reasonably likely to
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries, taken
as a whole. Except as disclosed in the Environmental Reports, none of the
Company or any of its Subsidiaries has received any written communication from
a Governmental Authority that alleges that the Company or any of its
Subsidiaries is not in compliance, in all material respects, with all material
federal, state, local or foreign laws, ordinances, rules and regulations.

5.4 Corporate Power; Authorization. Each of the Company and
its Subsidiaries has the corporate power and authority to make, deliver and
perform each of the Credit Documents to which it is a party, and the Company
has the corporate power and authority and legal right to borrow hereunder and
to have Letters of Credit issued for its account hereunder. Each of the
Company and its Subsidiaries has taken all necessary corporate action to
authorize the execution, delivery and performance of each of the Credit
Documents to which it is or will be a party and the Company has taken all
necessary corporate action to authorize the borrowings hereunder and the
issuance of Letters of Credit for its account hereunder. No consent or
authorization of, or filing with, any Person (including, without limitation,
any Governmental Authority) is required in connection with the execution,
delivery or performance by the Company or any of its Subsidiaries, or for the
validity or enforceability against the Company or any of its Subsidiaries, of
any Credit Document except for consents, authorizations and filings which have
been obtained or made and are in full force and effect and except (i) such
consents, authorizations and filings, the failure to obtain or perform (x)
which would not have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries taken as a whole and (y) which would not adversely affect the
validity or enforceability of any of the Credit Documents or the rights or
remedies of the Administrative Agent or the Lenders thereunder and (ii) such
filings as are necessary to perfect the Liens of the Lenders created pursuant
to this Agreement and the Security Documents.

5.5 Enforceable Obligations. This Agreement and the Purchase
Agreement have been, and each of the other Credit Documents and any other
agreement to be entered into by any Credit Party pursuant to the Purchase
Agreement will be, duly executed and delivered on behalf of such Credit Party
that is party thereto. The Purchase Agreement has been duly executed and
delivered, to the best knowledge of the Company, on behalf of the other parties
thereto. This Agreement constitutes, and each of the other Credit Documents
and any other agreement to be entered into by any Credit Party pursuant to the
Purchase Agreement will constitute upon execution and delivery, the legal,
valid and binding obligation of such Credit Party, and is enforceable against
such Credit Party in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law). The Purchase Agreement constitutes the legal, valid and binding
obligation of, to the best
<PAGE> 52
47

knowledge of the Company, the parties thereto enforceable against such Persons
in accordance with its terms, except, in each case, as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

5.6 No Legal Bar. The execution, delivery and performance of
each Credit Document, the incurrence or issuance of and use of the proceeds of
the Loans and of drawings under the Letters of Credit and the transactions
contemplated by the Purchase Agreement and the Credit Documents, (a) will not
violate any Requirement of Law or any Contractual Obligation applicable to or
binding upon the Company or any Subsidiary of the Company or any of their
respective properties or assets, in any manner which, individually or in the
aggregate, (i) would have a material adverse effect on the ability of the
Company or any such Subsidiary to perform its obligations under the Credit
Documents, the Purchase Agreement, or any other agreement to be entered into
pursuant to the Purchase Agreement to which it is a party, (ii) would give rise
to any liability on the part of the Administrative Agent or any Lender or (iii)
would have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole, and (b) will not result in the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it, as the case may be, or any of its
Contractual Obligations, except for the Liens arising under the Security
Documents.

5.7 No Material Litigation. No litigation by, investigation
known to the Company by, or proceeding of, any Governmental Authority is
pending against the Company or any of its Subsidiaries (including after giving
effect to the Transaction) with respect to the validity, binding effect or
enforceability of the Purchase Agreement, any Credit Document, the Loans made
hereunder, the use of proceeds thereof, or of any drawings under a Letter of
Credit and the other transactions contemplated hereby. No lawsuits, claims,
proceedings or investigations pending or, to the best knowledge of the Company,
threatened as of the Closing Date against or affecting the Company or any
Subsidiary of the Company or any of their respective properties, assets,
operations or businesses (including after giving effect to the Transaction) in
which there is a probability of an adverse determination, is reasonably likely,
if adversely decided, to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole.

5.8 Investment Company Act. Neither the Company nor any
Subsidiary of the Company is an "investment company" or a company "controlled"
by an "investment company" (as each of the quoted terms is defined or used in
the Investment Company Act of 1940, as amended).

5.9 Federal Regulation. No part of the proceeds of any of
the Loans or any drawing under a Letter of Credit will be used for any purpose
which violates the provisions of Regulation G, T, U or X of the Board. Neither
the Company nor any of its Subsidiaries is engaged or will engage, principally
or as one of its important activities, in the business of
<PAGE> 53
48

extending credit for the purpose of "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under said
Regulation U.

5.10 No Default. The Company and each of its Subsidiaries
have performed all material obligations required to be performed by them under
their respective Contractual Obligations (including after giving effect to the
Transaction) and they are not (with or without the lapse of time or the giving
of notice, or both) in breach or default in any respect thereunder, except to
the extent that such breach or default would not have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole. Neither the
Company nor any of its Subsidiaries (including after giving effect to the
Transaction) is in default under any material judgment, order or decree of any
Governmental Authority domestic or foreign, applicable to it or any of its
respective properties, assets, operations or business, except to the extent
that any such defaults would not, in the aggregate, have a material adverse
effect on the business, assets, condition (financial or otherwise) or results
of operations of the Company and its Subsidiaries taken as a whole.

5.11 Taxes. Each of the Company and its Subsidiaries
(including after giving effect to the Transaction) has filed or caused to be
filed all material tax returns which, to the best knowledge of the Company, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves (or other sufficient provisions) in conformity with GAAP have been
provided on the books of the Company or its Subsidiaries (including after
giving effect to the Transaction), as the case may be); no tax Lien has been
filed, and, to the best knowledge of the Company, no written claim is being
asserted, with respect to any such taxes, fees or other charges.

5.12 Subsidiaries. As of the Closing Date, the only
Subsidiaries of the Company are those listed on Schedule 5.12. On the Closing
Date and at all times prior to any occurrence of an IPO pursuant to which the
Capital Stock of the Company is sold in a public offering, Holdings owns 100%
of the issued and outstanding Capital Stock of the Company.

5.13 Ownership of Property; Liens. As of the Closing Date
and as of the making of any extension of credit hereunder (subject to transfers
and dispositions of property permitted under subsection 8.5) each of the
Company and its Subsidiaries has good and valid title to all of its material
assets (other than real property or interests in real property) in each case
free and clear of all mortgages, liens, security interests or encumbrances of
any nature whatsoever except Permitted Liens. With respect to real property or
interests in real property, as of the Closing Date, each of the Company and its
Subsidiaries has (i) fee title to all of the real property listed on Schedule
5.13 under the heading "Fee Properties" (each, a "Fee Property"), and (ii) good
and valid title to the leasehold estates in all of the real property leased by
it and listed on Schedule 5.13 under the heading "Leased Properties" (each, a
"Leased Property"), in each case free and clear of all mortgages, liens,
security interests, easements, covenants, rights-of-way and other similar
restrictions of any nature whatsoever,
<PAGE> 54
49

except Permitted Liens. The Fee Properties and the Leased Properties
constitute, as of the Closing Date, all of the real property owned in fee or
leased by the Company and its Subsidiaries.

5.14 ERISA. The "amount of unfunded benefit liabilities"
(within the meaning of Section 4001(a)(18) of ERISA) of any Single Employer
Plan of the Company or any Commonly Controlled Entity would not result in a
material liability to the Company if any or all such Single Employer Plans were
terminated. None of the Company, any Subsidiary of the Company or any Commonly
Controlled Entity would be liable for any amount pursuant to Sections 4063 or
4064 of ERISA, if any Single Employer Plan were to terminate. Neither the
Company nor any Commonly Controlled Entity has been involved in any transaction
that would cause the Company to be subject to material liability with respect
to a Single Employer Plan to which the Company or any Commonly Controlled
Entity contributed or was obligated to contribute during the six-year period
ending on the date this representation is made under Sections 4062 or 4069 of
ERISA. Neither the Company nor any Commonly Controlled Entity has incurred any
material liability under Title IV of ERISA which could become or remain a
material liability of the Company after the Closing Date and the consummation
of the Transaction. None of the Company, any Subsidiary of the Company, or, to
the best knowledge of the Company, any director, officer or employee thereof,
or any of the Plans or any trust created thereunder, or any fiduciary thereof,
has engaged in a transaction or taken any other action or omitted to take any
action involving any Plan which could constitute a prohibited transaction
within the meaning of Section 406 of ERISA which is not otherwise exempted and
which would result in a material liability to the Company, or would cause the
Company to be subject to either a material liability or material civil penalty
assessed pursuant to Sections 409 or 502(i) or (l) of ERISA or a material tax
imposed pursuant to Sections 4975 or 4976 of the Code. Each of the Plans (to
the best knowledge of the Company with respect to any Multiemployer Plan) has
been operated and administered in all material respects in accordance with
applicable laws, including but not limited to ERISA and the Code. There are no
material pending or, to the best knowledge of the Company, threatened claims by
or on behalf of any of the Plans or any fiduciary, by any employee or
beneficiary covered under any such Plan, or otherwise involving any such Plan
or fiduciary for which the Company could have any material liability (other
than routine claims for benefits). To the best knowledge of the Company, no
condition exists, and no event has occurred with respect to any Multiemployer
Plan which presents a material risk of a complete or partial withdrawal under
Subtitle E of Title IV of ERISA for which the Company could have any material
liability, nor has the Company or any Commonly Controlled Entity been notified
that any such Multiemployer Plan is insolvent or in reorganization within the
meaning of Section 4241 of ERISA. Neither the Company nor any Commonly
Controlled Entity nor any Subsidiary has been a party to any transaction or
agreement to which the provisions of Section 4204 of ERISA were applicable (a
"4204 Agreement"). None of the Company, or any Commonly Controlled Entity or
any of their respective Subsidiaries is obligated to contribute to a
Multiemployer Plan, on behalf of any current or former employee of the Company,
any Commonly Controlled Entity or such Subsidiary. The liability to which the
Company, any Commonly Controlled Entity or any of their respective Subsidiaries
would become subject under ERISA if all such Persons were to withdraw
completely from all Plans on the Closing Date (after giving effect to the
Transaction) is not in excess of $2,000,000. None of the Plans or any trust
established thereunder has incurred any "accumulated funding deficiency" (as
<PAGE> 55
50

defined in Section 302 of ERISA and Section 412 of the Code), whether or not
waived, as of the last day of the most recent fiscal year of each of the Plans.
No contribution failure has occurred with respect to any Plan sufficient to
give rise to a lien under Section 302(f) of ERISA.

5.15 Collateral Documents. (a) Upon execution and delivery
thereof by the parties thereto, each of the Pledge Agreements will be effective
to create in favor of the Administrative Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the pledged stock
described therein and, when stock certificates representing or constituting the
pledged stock described in each of the Pledge Agreements are delivered to the
Administrative Agent, such security interest shall, subject to the existence of
Permitted Liens, constitute a perfected first lien on, and security interest
in, all right, title and interest of the pledgor party thereto in the pledged
stock described therein.

(b) Upon execution and delivery thereof by the parties
thereto, each of the Security Agreements will be effective to create in favor
of the Administrative Agent, for the ratable benefit of the Lenders, a legal,
valid and enforceable security interest in the collateral described therein and
Uniform Commercial Code financing statements have been filed in each of the
jurisdictions listed on Schedule 5.15(b), or arrangements have been made for
such filing in such jurisdictions, and upon such filing, and upon the taking of
possession by the Administrative Agent of any such collateral the security
interests in which may be perfected only by possession, such security interests
will, subject to the existence of Permitted Liens, constitute perfected first
liens on, and security interests in, all right, title and interest of the
debtor party thereto in the collateral described therein, except to the extent
that a security interest cannot be perfected therein by the filing of a
financing statement or the taking of possession under the Uniform Commercial
Code of the relevant jurisdiction.

5.16 Copyrights, Permits, Trademarks and Licenses. Schedule
5.16 sets forth a true and complete list of all material trademarks (registered
or unregistered), trade names, service marks and copyrights and applications
therefor owned, used or filed by or licensed to the Company and its
Subsidiaries (after giving effect to the Transaction) and, with respect to
registered trademarks (if any), contains a list of all jurisdictions in which
such trademarks are registered or applied for and all registration and
application numbers. Except as disclosed on Schedule 5.16, the Company or a
Subsidiary (after giving effect to the Transaction) owns or has the right to
use, without payment to any other party, trademarks (registered or
unregistered), trade names, service marks, copyrights and applications therefor
referred to in such Schedule. To the best knowledge of the Company, no claims
are pending by any Person with respect to the ownership, validity,
enforceability or the Company's or any Subsidiary's use of any such trademarks
(registered or unregistered), trade names, service marks, copyrights, or
applications therefor, challenging or questioning the validity or effectiveness
of any of the foregoing, in any jurisdiction, domestic or foreign.

5.17 Environmental Matters. Except as set forth in the
Environmental Reports and except to the extent that the facts and circumstances
giving rise to the failure of any of the following to be true and correct would
not be reasonably likely to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole:
<PAGE> 56
51

(a) To the best knowledge of the Company, no parcel of real
property owned or operated by the Company or any of its Subsidiaries contains,
and has not previously contained, in, on or under including, without
limitation, the soil and groundwater thereunder, any Hazardous Materials in
amounts or concentrations that constitute or constituted a material violation
of, or could reasonably give rise to material liability under, Environmental
Laws.

(b) To the best knowledge of the Company, each parcel of real
property owned or operated by the Company or any of its Subsidiaries and all
operations and facilities at such properties taken as a whole are in material
compliance with all Environmental Laws, and there is no contamination or
violation of any Environmental Law which could materially interfere with the
continued operation of, or materially impair the fair saleable value of, the
such property taken as a whole.

(c) To the best knowledge of the Company, neither the Company
nor any of its Subsidiaries has received or is aware of any complaint, notice
of violation, alleged violation, or notice of investigation or of potential
liability under Environmental Laws with regard to any parcel of real property
owned or operated by the Company or any of its Subsidiaries or the operations
of the Company or its Subsidiaries, nor does the Company or any of its
Subsidiaries have knowledge that any such action is being contemplated,
considered or threatened.

(d) To the best knowledge of the Company, Hazardous Materials
have not been generated, treated, stored, disposed of, at, on or under any
parcel of real property owned or operated by the Company or any of its
Subsidiaries, nor have any Hazardous Materials been transported from such
properties, in material violation of or in a manner that could reasonably give
rise to material liability under any Environmental Laws.

(e) There are no governmental administrative actions or
judicial proceedings pending or, to the best knowledge of the Company and its
Subsidiaries, threatened, under any Environmental Law to which the Company or
any of its Subsidiaries is a party with respect to any parcel of real property
owned or operated by the Company or any of its Subsidiaries, nor are there any
consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements, other than
permits authorizing operations at facilities at the Mortgaged Property,
outstanding under any Environmental Law with respect to such properties.

5.18 Accuracy and Completeness of Information. The factual
statements contained in the financial statements referred to in subsection
5.1(a), the Credit Documents, the Purchase Agreement and any other certificates
or documents furnished or to be furnished to the Administrative Agent or the
Lenders from time to time in connection with this Agreement, taken as a whole,
do not and will not, to the best knowledge of the Company, as of the date when
made, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein not
misleading in light of the circumstances in which the same were made, all
except as otherwise qualified herein or therein, such knowledge qualification
being given only with respect to factual statements made by Persons other than
the Company or any of its Subsidiaries.
<PAGE> 57
52

SECTION 6. CONDITIONS PRECEDENT

6.1 Conditions to Initial Loans and Letters of Credit. The
obligation of each Lender to make its Loans and the obligation of the Issuing
Lender to issue any Letter of Credit on the Closing Date are subject to the
satisfaction, or waiver by such Lender, immediately prior to or concurrently
with the making of such Loans or the issuance of such Letters of Credit, as the
case may be, of the following conditions:

(a) Agreement; Notes. The Administrative Agent shall have
received (w) a counterpart of this Agreement for each Lender duly
executed and delivered by a duly authorized officer of the Company,
(x) for the account of each Revolving Credit Lender (which has
surrendered any notes held by such Lender in connection with the
Existing Credit Agreement) requesting the same pursuant to subsection
4.13, a Revolving Credit Note of the Company conforming to the
requirements hereof and executed by a duly authorized officer of the
Company, (y) for the account of each Lender (which has surrendered any
notes held by such Lender in connection with the Existing Credit
Agreement) holding a Term Loan and requesting the same pursuant to
subsection 4.13, a Term Loan Note of the Company conforming to the
requirements hereof and executed by a duly authorized officer of the
Company, and (z) for the account of Chase, a Swing Line Note,
conforming to the requirements hereof and executed by a duly
authorized officer of the Company.

(b) Trak West Acquisition. The Trak West Acquisition shall
have been consummated pursuant to the Purchase Agreement; all of the
conditions to such documentation shall have been substantially
satisfied and no material provision thereof shall have been amended,
supplemented, waived or otherwise modified without the prior written
consent of the Administrative Agent, which consent shall not be
unreasonably withheld.

(ii) Holdings shall have invested at least an additional
$20,000,000 in common equity of the Company.

(iii) After giving effect to the Refinancing, the Company
and its Subsidiaries shall have no Indebtedness except as permitted by
this Agreement.

(iv) The execution, delivery and performance of this
Agreement and the other Credit Documents and the related documentation
with respect to the Commitments and the making of the Loans shall not
violate any of the provision of any of the Permanent Subordinated Note
Indenture, the Series A Note Indenture or the Series B Note Indenture.

(v) Any changes since October 30, 1996 to the
certificate of incorporation, by-laws, other governing documents and
corporate structure of the Company and its Subsidiaries, in each case
after giving effect to the consummation of
<PAGE> 58
53

the Transaction, shall be in form and substance satisfactory to the
Administrative Agent and the Documentation Agent (the execution and
delivery of this Agreement by the Lenders, the Documentation Agent and
the Administrative Agent being deemed to evidence the satisfaction of
the Administrative Agent and the Documentation Agent with such of the
above-referenced matters as shall have been disclosed and made
available to the Administrative Agent and the Documentation Agent
prior to the date hereof).

(d) Fees. The Administrative Agent, the Documentation Agent
and the Lenders shall have received all fees, expenses and other
consideration required to be paid or delivered on or before the
Closing Date.

(e) Lien Searches. The Administrative Agent shall have
received the results of searches, at the Secretary of State level in
California, of Uniform Commercial Code, tax and judgment filings made
with respect to each of Trak Auto Corporation, Trak Corporation d/b/a
Trak Auto Corporation I, Super Trak Corporation and Socal, together
with copies of financing statements disclosed by such searches and
such searches shall disclose no Liens on any assets encumbered by any
Security Document, except for Liens permitted hereunder or, if
unpermitted Liens are disclosed, the Administrative Agent shall have
received satisfactory evidence of release of such Liens.

(f) Actions to Perfect Liens. The Administrative Agent shall
have received evidence in form and substance satisfactory to it that
all filings, recordings, registrations and other actions, including,
without limitation, the filing of duly executed financing statements
on form UCC-1, necessary or, in the opinion of the Administrative
Agent, desirable to perfect the Liens created by the Security
Documents shall have been completed, including, but not limited to,
the assets acquired by the Company and its Subsidiaries in the Trak
West Acquisition.

(g) Pledge Agreements. The Administrative Agent shall have
received, in form and substance satisfactory to it (i) a written
confirmation of the Holdings Pledge Agreement executed and delivered
by a duly authorized officer of Holdings and a written confirmation of
the acknowledgment and consent of the Company thereunder and (ii) a
written confirmation of the Company Pledge Agreement executed and
delivered by a duly authorized officer of the Company and a written
confirmation of each of the acknowledgments and consents of each of
the Domestic Subsidiaries thereunder, in the form annexed to the
Company Pledge Agreement.

(h) Security Agreements. The Administrative Agent shall have
received, in form and substance satisfactory to it (i) a written
confirmation of the Company Security Agreement, executed and delivered
by a duly authorized officer of the Company and (ii) a written
confirmation of each of the Subsidiary Security Agreements, executed
and delivered by a duly authorized officer of each of the respective
Domestic Subsidiaries of the Company.
<PAGE> 59
54

(i) Guarantees. The Administrative Agent shall have
received, in form and substance satisfactory to it (i) a written
confirmation of the Holdings Guarantee, executed and delivered by a
duly authorized officer of Holdings and (ii) a written confirmation of
each of the Subsidiary Guarantees, executed and delivered by a duly
authorized officer of each of the respective Domestic Subsidiaries of
the Company.

(j) Legal Opinions. The Administrative Agent shall have
received, dated the Closing Date and addressed to the Administrative
Agent and the Lenders, an opinion of Gibson, Dunn & Crutcher LLP,
counsel to Holdings and the Company, in substantially the form of
Exhibit J-1 with such changes thereto as may be approved by the
Administrative Agent and its counsel. The Administrative Agent shall
have received, dated the Closing Date and addressed to the
Administrative Agent and the Lenders, an opinion of Bryan Cave LLP,
Arizona counsel to the Company, in substantially the form of Exhibit
J-2 with such changes as may be approved by the Administrative Agent
and its counsel.

(k) Closing Certificate. The Administrative Agent shall have
received a Closing Certificate of the Company and Holdings dated the
Closing Date, in substantially the form of Exhibits L-1 and L-2,
respectively, with appropriate insertions and attachments, in form and
substance satisfactory to the Administrative Agent and its counsel,
executed by the President or any Vice President and the Secretary or
any Assistant Secretary of the Company and Holdings, respectively.

(l) Consents, Authorizations and Filings, etc. Except for
financing statements to be filed in connection herewith, all consents,
authorizations and filings, if any, required in connection with the
execution, delivery and performance by Holdings or the Company, and
the validity and enforceability against Holdings and the Company, of
the Credit Documents to which any of them is a party, shall have been
obtained or made, and such consents, authorizations and filings shall
be in full force and effect, except such consents, authorizations and
filings, the failure to obtain which would not have a material adverse
effect on the business, assets, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries, taken as a
whole.

(m) Financial Statements. The Lenders shall have received
satisfactory pro forma balance sheets, on a consolidated basis, of the
Company and its subsidiaries as of the Closing Date reflecting and
giving effect to the Transaction and the other transactions
contemplated hereby, but excluding any purchase accounting
adjustments.

(n) Supplements to Subsidiary Guarantee and Subsidiary
Security Agreement. Socal shall have executed supplements to each of
the Subsidiary Guarantee and the Subsidiary Security Agreement in form
and substance satisfactory to the Administrative Agent whereby Socal
becomes a party to such Subsidiary Guarantee and Subsidiary Security
Agreement.

6.2 Conditions to All Loans and Letters of Credit. The
obligation of each Lender to make any Loan (other than any Revolving Credit
Loan the proceeds of which are
<PAGE> 60
55

to be used to repay Refunded Swing Line Loans) and the obligation of the
Issuing Lender to issue any Letter of Credit is subject to the satisfaction of
the following conditions precedent on the relevant Borrowing Date:

(a) Representations and Warranties. Each of the
representations and warranties made in or pursuant to Section 5 or
which are contained in any other Credit Document shall be true and
correct in all material respects on and as of the date of such Loan or
of the issuance of such Letter of Credit as if made on and as of such
date (unless stated to relate to a specific earlier date, in which
case, such representations and warranties shall be true and correct in
all material respects as of such earlier date).

(b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such Borrowing Date
or after giving effect to such Loan to be made or such Letter of
Credit to be issued on such Borrowing Date.

Each borrowing by the Company hereunder and the issuance of each Letter of
Credit by the Issuing Lender hereunder shall constitute a representation and
warranty by the Company as of the date of such borrowing or issuance that the
conditions in clauses (a) and (b) and of this subsection 6.2 have been
satisfied.

SECTION 7. AFFIRMATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments
remain in effect, any Loan, Note or L/C Obligation remains outstanding and
unpaid, any amount (unless cash in an amount equal to such amount has been
deposited to a cash collateral account established by the Administrative Agent)
remains available to be drawn under any Letter of Credit or any other amount is
owing to any Lender or the Administrative Agent hereunder or under any of the
other Credit Documents, it shall, and, in the case of the agreements contained
in subsections 7.3 through 7.6, 7.8 and 7.9, the Company shall cause each of
its Subsidiaries to:

7.1 Financial Statements. Furnish to the Administrative
Agent (with sufficient copies for each Lender which the Administrative Agent
shall promptly furnish to each Lender):

(a) as soon as available, but in any event within 90 days
after the end of each fiscal year of the Company, a copy of the
consolidated balance sheet of the Company and its consolidated
Subsidiaries as at the end of such fiscal year and the related
consolidated statements of stockholders' equity and cash flows and the
consolidated statements of income of the Company and its Subsidiaries
for such fiscal year, setting forth in each case in comparative form
the figures for the previous year and, in the case of the consolidated
balance sheet referred to above, reported on, without a "going
concern" or like qualification or exception, or qualification arising
out of the scope of the audit, or qualification which would affect the
computation of financial covenants, by independent certified public
accountants of nationally recognized standing;
<PAGE> 61
56

(b) as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of
each fiscal year of the Company, the unaudited consolidated balance
sheet of the Company and its Subsidiaries as at the end of each such
quarter and the related unaudited consolidated statements of income
and cash flows of the Company and its Subsidiaries for such quarterly
period and the portion of the fiscal year of the Company through such
date, setting forth in each case in comparative form the figures for
the corresponding quarter in, and year to date portion of, the
previous year, and the figures for such periods in the budget prepared
by the Company and furnished to the Administrative Agent, certified by
the chief financial officer, controller or treasurer of the Company as
being fairly stated in all material respects;

(c) as soon as practicable, and in any event within 30 days
after the end of each calendar month of each year, commencing with the
first full month ended following the Closing Date, the unaudited
consolidated balance sheet of the Company and its Subsidiaries as at
the end of such month and the related unaudited consolidated statement
of income of the Company and its Subsidiaries for such month and for
the portion of the fiscal year of the Company through such date in the
form and detail similar to those customarily prepared by management of
the Company for internal use, setting forth in each case in
comparative form the consolidated figures for the corresponding month
of, and year to date portion of, the previous year and the figures for
such periods in the budget prepared by the Company and furnished to
the Administrative Agent, certified by the chief financial officer,
controller or treasurer of the Company as being fairly stated in all
material respects; and

(d) (i) as soon as available, but in any event not later than
30 days after the beginning of each fiscal year of the Company to
which such budget relates, a preliminary consolidated operating budget
for the Company and its Subsidiaries taken as a whole and (ii) as soon
as available, any material revision to or any final revision of, any
such preliminary annual operating budget or any such consolidated
operating budget.

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (c) and (d) of this subsection 7.1)
in accordance with GAAP.

7.2 Certificates; Other Information. Furnish to the
Administrative Agent (with sufficient copies for each Lender which the
Administrative Agent shall promptly deliver to each Lender):

(a) concurrently with the delivery of the consolidated
financial statements referred to in subsection 7.1(a), a letter from
the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary
to express their opinion on such financial statements no knowledge was
obtained of any Default or Event of Default under subsections 4.4(b),
8.1, 8.3, and 8.6 through 8.11, except as specified in such letter;
<PAGE> 62
57

(b) concurrently with the delivery of the financial
statements referred to in subsections 7.1(a) and (b), a certificate of
the chief financial officer of the Company (i) stating that, to the
best of such officer's knowledge, each of the Company and its
Subsidiaries has observed or performed all of its respective covenants
and other agreements, and satisfied every material condition,
contained in this Agreement, the Notes and the other Credit Documents
to be observed, performed or satisfied by it, and that such officer
has obtained no knowledge of any Default or Event of Default except as
specified in such certificate, (ii) showing in detail as of the end of
the related fiscal period the figures and calculations supporting such
statement in respect of subsections 8.7 through 8.12 and any other
calculations reasonably requested by the Administrative Agent with
respect to the quantitative aspects of the other covenants contained
herein and (iii) if not specified in the financial statements
delivered pursuant to subsection 7.1, specifying the aggregate amount
of interest paid or accrued by the Company and its Subsidiaries, and
the aggregate amount of depreciation, depletion and amortization
charged on the books of the Company and its Subsidiaries, during such
accounting period;

(c) promptly upon receipt thereof, copies of all final
reports submitted to the Company or to any of its Subsidiaries by
independent certified public accountants in connection with each
annual, interim or special audit of the books of the Company or any of
its Subsidiaries made by such accountants, including, without
limitation, any final comment letter submitted by such accountants to
management in connection with their annual audit;

(d) promptly upon their becoming available, copies of all
financial statements, reports, notices and proxy statements sent or
made available to holders of the Permanent Subordinated Debt and the
public generally by the Company or any of its Subsidiaries, if any,
and all regular and periodic reports and all final registration
statements and final prospectuses, if any, filed by the Company or any
of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any Governmental Authority
succeeding to any of its functions;

(e) concurrently with the delivery of the financial
statements referred to in subsections 7.1(a) and (b), and within 45
days following each calendar month with respect to which the financial
statements referred to in subsection 7.1(c) are required to be
delivered, a management summary describing and analyzing the
performance of the Company and its Subsidiaries during the periods
covered by such financial statements;

(f) within 45 days after the end of each fiscal quarter, a
summary of all Asset Sales during such fiscal quarter including the
amount of all Net Proceeds from such Asset Sales not previously
applied to prepayments of the Loans and reductions of the Commitments
pursuant to the proviso to subsection 4.4(b)(iii); and

(g) promptly, such additional financial and other information
as any Lender may from time to time reasonably request.
<PAGE> 63
58

7.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations and liabilities of whatever nature including tax
liabilities, except (a) when the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity
with GAAP with respect thereto have been provided on the books of the Company
or any of its Subsidiaries, as the case may be, (b) for delinquent obligations
which do not have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole and (c) for trade and other accounts payable in
the ordinary course of business.

7.4 Conduct of Business and Maintenance of Existence.
Continue to engage in business of the same general type as now conducted by it
(after giving effect to the Transaction), and preserve, renew and keep in full
force and effect its corporate existence and take all reasonable action to
maintain all material rights, material privileges, franchises, copyrights,
trademarks and trade names necessary or desirable in the normal conduct of its
business except for rights, privileges, franchises, copyrights, trademarks and
tradenames the loss of which would not in the aggregate have a material adverse
effect on the business, assets, condition (financial or otherwise) or results
of operations of the Company and its Subsidiaries taken as a whole, and except
as otherwise permitted by subsections 8.4 and 8.5; and comply with all
applicable Requirements of Law and Contractual Obligations except to the extent
that the failure to comply therewith would not, in the aggregate, have a
material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries taken
as a whole.

7.5 Maintenance of Property; Insurance. (a) Keep all
property useful and necessary in its business in good working order and
condition (ordinary wear and tear excepted); and

(b) Maintain with financially sound and reputable insurance
companies (x) insurance on all its property in at least such amounts and with
only such deductibles as are usually maintained by, and against at least such
risks (but including, in any event, public liability insurance) as are usually
insured against in the same general area, by companies engaged in the same or a
similar business and (y) the flood insurance, if any, required pursuant to
subsection 7.10(b)(ii); and furnish to each Lender, (i) annually, a schedule
disclosing (in a manner substantially similar to that used in the schedule
provided pursuant to subsection 6.1(o)) all insurance against products
liability risk maintained by the Company and its Subsidiaries pursuant to this
subsection 7.5(b) or otherwise and (ii) upon written request of any Lender,
full information as to the insurance carried; provided that the Company may
implement programs of self insurance in the ordinary course of business and in
accordance with industry standards for a company of similar size so long as
reserves are maintained in accordance with GAAP for the liabilities associated
therewith.

7.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, complete and correct
entries in conformity with all material Requirements of Law shall be made of
all dealings and transactions in relation to its business and activities; and
permit representatives of any Lender upon reasonable notice (but, with respect
to all Lenders, no more frequently than monthly unless a Default or Event
<PAGE> 64
59

of Default shall have occurred and be continuing) to visit and inspect any of
its properties and examine and, to the extent reasonable, make abstracts from
any of its books and records, and to discuss the business, operations,
properties and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its Subsidiaries
and (in coordination with such officers and employees) with its independent
certified public accountants, in each case at any reasonable time, upon
reasonable notice, and as often as may reasonably be desired.

7.7 Notices. Promptly give notice to the Administrative
Agent and each Lender:

(a) of the occurrence of any Default or Event of Default;

(b) of any (i) default or event of default under any
instrument or other agreement, guarantee or collateral document of the
Company or any of its Subsidiaries which default or event of default
has not been waived and would have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole, or
any other default or event of default under any such instrument,
agreement, guarantee or other collateral document which, but for the
proviso to clause (e) of Section 9, would have constituted a Default
or Event of Default under this Agreement, or (ii) litigation,
investigation or proceeding which may exist at any time between the
Company or any of its Subsidiaries and any Governmental Authority, or
receipt of any notice of any environmental claim or assessment against
the Company or any of its Subsidiaries by any Governmental Authority,
which in any such case would have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole;

(c) of any litigation or proceeding against the Company or
any of its Subsidiaries (i) in which more than $2,000,000 of the
amount claimed is not covered by insurance or (ii) in which injunctive
or similar relief is sought which if obtained would have a material
adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole;

(d) of the following events, as soon as practicable after,
and in any event within 30 days after, the Company knows or has reason
to know thereof: (i) the occurrence of any Reportable Event with
respect to any Plan which Reportable Event could reasonably result in
material liability to the Company and its Subsidiaries taken as a
whole or (ii) the institution of proceedings or the taking of any
other action by PBGC, the Company or any Commonly Controlled Entity to
terminate, withdraw or partially withdraw from any Plan and, with
respect to a Multiemployer Plan, the Reorganization or Insolvency of
the Plan, in each of the foregoing cases which could reasonably result
in material liability to the Company and its Subsidiaries taken as a
whole, and in addition to such notice, deliver to the Administrative
Agent and each Lender whichever of the following may be applicable:
(A) a certificate of a Responsible Officer of the Company setting
forth details as to such Reportable Event
<PAGE> 65
60

and the action that the Company or such Commonly Controlled Entity
proposes to take with respect thereto, together with a copy of any
notice of such Reportable Event that may be required to be filed with
PBGC or (B) any notice delivered by PBGC evidencing its intent to
institute such proceedings or any notice to PBGC that such Plan is to
be terminated, as the case may be; and

(e) of a material adverse change known to the Company or its
Subsidiaries in the business, assets, condition (financial or
otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole.

Each notice pursuant to this subsection 7.7 shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and (in the cases of clauses (a) through (d)) stating what
action the Company proposes to take with respect thereto.

7.8 Environmental Laws. (a) Comply with, and use reasonable
efforts to insure compliance by all tenants and subtenants, if any, with, all
applicable Environmental Laws and obtain and comply with and maintain, and
require that all tenants and subtenants obtain and comply with and maintain,
all licenses, approvals, registrations or permits required by Environmental
Laws, except to the extent that failure to do so would not be reasonably likely
to have a material adverse effect on the business, assets, condition (financial
or otherwise) or results of operations of the Company and its Subsidiaries
taken as a whole or on the validity or enforceability of any of the Credit
Documents or the rights and remedies of the Administrative Agent or the Lenders
thereunder;

(b) Conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions, lawfully
required under applicable Environmental Laws, and promptly comply with all
lawful orders and directives of all Governmental Authorities respecting
Environmental Laws, except to the extent that the same are being contested in
good faith by appropriate proceedings; and

(c) In regard to this Agreement or in any way relating to the
Company or its Subsidiaries or their current or former operations, defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature known or unknown, contingent or otherwise,
arising out of, or in any way relating to Hazardous Material or Environmental
Laws, including, without limitation, any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorney's and consultant's fees, investigation and laboratory fees,
remediation costs, court costs and litigation expenses, except to the extent
that any of the foregoing arise out of the gross negligence or willful
misconduct of the party seeking indemnification therefor. The agreements in
this subsection 7.8(c) shall survive repayment of the Loans and all other
amounts payable hereunder.

7.9 Receipt of Stock Certificates. As soon as practicable
following the Closing Date, but in any event not more than 3 Business Days
thereafter, deliver to the
<PAGE> 66
61

Administrative Agent stock certificates representing 100% of all issued and
outstanding shares of Capital Stock of Socal and undated stock powers for each
such certificate, executed in blank and delivered by a duly authorized officer
of the Company.

SECTION 8. NEGATIVE COVENANTS

The Company hereby agrees that it shall not, and the Company
shall not permit any of its Subsidiaries to, directly or indirectly so long as
the Commitments remain in effect or any Loan, Note or L/C Obligation remains
outstanding and unpaid, any amount (unless cash in an amount equal to such
amount has been deposited to a cash collateral account established by the
Administrative Agent) remains available to be drawn under any Letter of Credit
or any other amount is owing to any Lender or the Administrative Agent
hereunder or under any other Credit Document (it being understood that each of
the permitted exceptions to each of the covenants in this Section 8 is in
addition to, and not overlapping with, any other of such permitted exceptions
except to the extent expressly provided):

8.1 Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness, except:

(a) the Indebtedness outstanding on the Closing Date and
reflected on Schedule 8.1(a), but excluding the refinancing of any
such Indebtedness;

(b) Indebtedness consisting of the Loans and in connection
with the Letters of Credit and this Agreement;

(d) Indebtedness consisting of the Permanent Subordinated
Debt outstanding on the Closing Date and Indebtedness of the Company
in respect of any Permanent Subordinated Debt the net proceeds of
which are used to prepay, redeem, retire or repurchase the outstanding
principal amount of the then outstanding Permanent Subordinated Debt
(if any) (including fees and expenses in connection therewith) or to
prepay the Loans and reduce the Commitments in accordance with in
subsection 4.4(b)(ii), provided that, to the extent there are
additional Net Proceeds remaining after any such repayment,
redemption, retirement or repurchase of the then outstanding Permanent
Subordinated Debt, or to the extent such Net Proceeds are not used to
repay, redeem, retire or repurchase the then outstanding Permanent
Subordinated Debt, such Net Proceeds shall be used to prepay the Loans
and reduce the Commitments in accordance with subsection 4.4(b)(ii);

(e) (i) Indebtedness of the Company and its Subsidiaries for
(A) industrial revenue bonds or other similar governmental and
municipal bonds and (B) the deferred purchase price of newly acquired
property of the Company and its Subsidiaries (pursuant to purchase
money mortgages or otherwise, whether owed to the seller or otherwise)
used in the ordinary course of business of the Company and its
Subsidiaries
<PAGE> 67
62

(provided such financing is entered into within 180 days of the
acquisition of such property) in an amount (based on the remaining
balance of the obligations therefor on the books of the Company and
its Subsidiaries) which in the case of preceding clauses (A) and (B)
shall not exceed $10,000,000 in the aggregate at any one time
outstanding and (ii) Indebtedness of the Company and its Subsidiaries
in respect of Financing Leases to the extent subsections 8.7 and 8.10
would not be contravened;

(f) Indebtedness of the Company and Subsidiaries in aggregate
principal amount not to exceed at any one time outstanding
$20,000,000;

(g) Indebtedness in respect of letters of credit (other than
Letters of Credit issued hereunder) in aggregate principal amount not
to exceed at any one time outstanding $10,000,000;

(h) (i) Indebtedness assumed in connection with acquisitions
permitted by subsection 8.6(h) (so long as such Indebtedness was not
incurred in anticipation of such acquisitions), (ii) Indebtedness of
newly acquired Subsidiaries acquired in such acquisitions (so long as
such Indebtedness was not incurred in anticipation of such
acquisition) and (iii) Indebtedness owed to the seller in any
acquisition permitted by subsection 8.6(h) constituting part of the
purchase price thereof, all of which Indebtedness permitted by this
subsection 8.1(h) shall not exceed an aggregate principal amount at
any one time outstanding of $25,000,000;

(i) Indebtedness in connection with workmen's compensation
obligations and general liability exposure of the Company and its
Subsidiaries; and

(j) Indebtedness in an aggregate principal amount not to
exceed $1,000,000 under the promissory note made by the Company in
favor of Transatlantic, Ltd.; and

(k) subordinated Indebtedness in aggregate principal amount
not to exceed at any one time outstanding $25,000,000 plus any
additional principal amount of such subordinated Indebtedness issued
in lieu of cash interest thereon (and any refinancing thereof shall be
permitted in the amount of such sum), which subordinated Indebtedness
(i) is subordinated to the Indebtedness hereunder on terms not less
favorable to the Lenders than the subordination provisions of the
Permanent Subordinated Debt, (ii) has an interest rate not exceeding
12% per annum and (iii) has a maturity date after the Maturity Date.

8.2 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets, income or profits, whether now
owned or hereafter acquired, except:

(a) Liens for taxes, assessments or other governmental
charges not yet delinquent or which are being contested in good faith
and by appropriate proceedings if adequate reserves with respect
thereto are maintained on the books of the Company or such Subsidiary,
as the case may be, in accordance with GAAP;
<PAGE> 68
63

(b) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary
course of business in respect of obligations which are not yet due or
which are bonded or which are being contested in good faith and by
appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Company or such Subsidiary, as the case
may be, in accordance with GAAP;

(c) pledges or deposits in connection with workmen's
compensation, unemployment insurance and other social security
legislation;

(d) deposits to secure the performance of bids, tenders,
trade or government contracts (other than for borrowed money), leases,
licenses, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary
course of business;

(e) easements (including, without limitation, reciprocal
easement agreements), rights-of-way, building, zoning and similar
restrictions, utility agreements, covenants, reservations,
restrictions, encroachments, changes, and other similar encumbrances
or title defects incurred, or leases or subleases granted to others,
in the ordinary course of business, which do not in the aggregate
materially detract from the aggregate (i) value of the properties of
the Company and its Subsidiaries, taken as a whole or (ii) materially
interfere with or adversely affect in any material respect the
ordinary conduct of the business of the Company and its Subsidiaries
taken as a whole;

(f) Liens in favor of the Administrative Agent and the
Lenders pursuant to the Credit Documents and bankers' liens arising by
operation of law;

(g) Liens on property of the Company or any of its
Subsidiaries created solely for the purpose of securing Indebtedness
permitted by subsection 8.1(e) or 8.1(h)(i) or (ii) (so long as such
Lien was not incurred in anticipation of the related acquisition),
representing or incurred to finance, refinance or refund the purchase
price of property, provided that no such Lien shall extend to or cover
other property of the Company or such Subsidiary other than the
respective property so acquired, and the principal amount of
Indebtedness secured by any such Lien shall at no time exceed the
original purchase price of such property;

(h) Liens existing on the Closing Date after giving effect to
the consummation of the Transaction, and described in subsection 5.13
or Schedule 8.2, provided that no such Lien shall extend to or cover
other property of the Company or the respective Subsidiary other than
the respective property so encumbered, and the principal amount of
Indebtedness secured by any such Lien shall at no time exceed the
original principal amount of the Indebtedness so secured;

(i) Liens on documents of title and the property covered
thereby (and Proceeds thereof) securing Indebtedness in respect of the
Commercial L/Cs or securing reimbursement obligations in respect of
letters of credit permitted under this Agreement;
<PAGE> 69
64

(j) (i) mortgages, liens, security interests, restrictions,
encumbrances or any other matters of record that have been placed by
any developer, landlord or other third party on property over which
the Company or any Subsidiary of the Company has easement rights or on
any Leased Property and subordination or similar agreements relating
thereto and (ii) any condemnation or eminent domain proceedings
affecting any real property;

(k) Liens in connection with workmen's compensation
obligations and general liability exposure of the Company and its
Subsidiaries; and

(l) Liens on Fee Properties and/or Leased Properties
consisting of (i) any conditions that may be shown by a current,
accurate survey or physical inspection of such Fee Property or Leased
Property, (ii) as to Leased Property, the terms and provisions of the
respective lease therefor and any matters affecting the fee title and
any estate superior to the leasehold estate related thereto, and (iii)
title defects, or leases or subleases granted to others, which are not
material to the Fee Properties or Leased Properties, as the case may
be, taken as a whole.

8.3 Limitation on Contingent Obligations. Create, incur,
assume or suffer to exist any Contingent Obligation except:

(a) the Guarantees;

(b) other guarantees by the Company incurred in the ordinary
course of business for an aggregate amount not to exceed $4,000,000 at
any one time;

(d) Contingent Obligations existing on the Closing Date and
described in Schedule 8.3(d);

(e) guarantees of obligations to third parties in connection
with relocation of employees of the Company or any of its
Subsidiaries, in an amount which, together with all loans and advances
made pursuant to subsection 8.6(f), shall not exceed $4,000,000 at any
time outstanding;

(f) Contingent Obligations in connection with workmen's
compensation obligations and general liability exposure of the Company
and its Subsidiaries; and

(g) subordinated guarantees of the Permanent Subordinated
Debt issued by Subsidiaries of the Company which have also issued
Guarantees, provided such subordinated guarantees are subordinated to
the Guarantees on the same basis as the Permanent Subordinated Debt is
subordinated to the Loans;

(h) guarantees by the Company of loans to employees of the
Company and its Subsidiaries, the proceeds of which are used to
purchase stock of Holdings, in an aggregate amount not to exceed, when
added to the amount of loans made by the
<PAGE> 70
65

Company to employees pursuant to subsection 8.6(g), at any one time
outstanding $8,000,000; and

(i) guarantees by the Company of loans to employees of the
Company and its Subsidiaries, the proceeds of which are used for
travel and other ordinary expenses for which advances to employees are
generally made, in an aggregate amount not to exceed, when added to
the amount of loans made by the Company to employees pursuant to
subsection 8.6(i), at any one time outstanding $1,000,000.

8.4 Prohibition of Fundamental Changes. Enter into any
merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or engage in any type of
business other than of the same general type now conducted by it, except (a)
for the transactions otherwise permitted pursuant to clause (b) of subsection
8.5, (b) any Subsidiary of the Company may be merged with and into the Company
or a Subsidiary of the Company, (c) any Subsidiary may be dissolved, provided,
however, that prior to the dissolution of any Subsidiary whose book value
exceeds $100,000, the assets of such Subsidiary are transferred to the Company
or a wholly-owned Domestic Subsidiary of the Company subject to the conditions
set forth in Section 8.5(b) and (d) the Company may be reincorporated under the
laws of Delaware, provided that the Administrative Agent, in its sole
discretion, determines that such reincorporation will not alter the obligations
of any Credit Party under any Credit Document or cause a material impairment of
the value of the Collateral taken as a whole, after giving effect to such
reincorporation.

8.5 Prohibition on Sale of Assets. Convey, sell, lease
(other than a sublease of real property), assign, transfer or otherwise dispose
of (including through a transaction of merger or consolidation of any
Subsidiary of the Company) any of its property, business or assets (including,
without limitation, tax benefits and receivables but excluding leasehold
interests), whether now owned or hereafter acquired, except:

(a) for (i) sales or other dispositions of inventory made in
the ordinary course of business, (ii) sales or other dispositions of
uneconomic, obsolete or worn-out property in the ordinary course of
business and (iii) any sale of a store and/or fixtures to a third
party pursuant to a sale-leaseback transaction;

(b) that any Subsidiary of the Company may sell, lease,
transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to, or merge with and into, the
Company or a wholly-owned Subsidiary of the Company and any Subsidiary
of the Company may sell or otherwise dispose of, or part with control
of any or all of, the stock of any Subsidiary to a wholly-owned
Subsidiary of the Company, provided that no such transaction may be
effected if it would result in the transfer of any assets of, or any
stock of, a Subsidiary to, or the merger with and into, another
Subsidiary all of the Capital Stock of which owned by the Company or
any Subsidiary has not been pledged to the Administrative Agent and
which has not guaranteed the obligations of the Company under the
Notes and this Agreement, and granted liens or security interests in
favor of the Administrative Agent, for the benefit of the Lenders, on
substantially all of its assets to secure such guarantee, pursuant to
a
<PAGE> 71
66

guarantee, security agreement and other documentation reasonably
satisfactory to the Administrative Agent;

(d) any condemnation or eminent domain proceedings affecting
any real property, provided, however, that the parties hereto agree
that the net proceeds received in connection with such proceeding
shall be deemed not to constitute "Net Proceeds" if such net proceeds
are reinvested in new or existing properties within eighteen months;

(e) substantially like-kind exchanges of real property,
provided that any cash received by the Company or any Subsidiary of
the Company in connection with such an exchange (net of all costs and
expenses incurred in connection with such transaction or with the
commencement of operation of real property received in such exchange)
shall be deemed to be Net Proceeds and shall be applied as provided
for herein; and

(f) for the sale or other disposition of any property the
aggregate amount of the net proceeds received in respect of which
shall not exceed $4,000,000; and

(g) for the sale of owned real property and/or fixtures.

8.6 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of, or make any other
investment in (including, without limitation, any acquisition of all or any
substantial portion of the assets, and any acquisition of a business or a
product line, of other companies, other than the acquisition of inventory in
the ordinary course of business), any Person, except:

(a) the Company may make loans or advances to any Subsidiary,
and any Subsidiary may make loans or advances to the Company or any
other Subsidiary, to the extent in each case the Indebtedness created
thereby is permitted by paragraph (c) of subsection 8.1;

(b) (i) any Subsidiary may make investments in the Company
(by way of capital contribution or otherwise) and (ii) the Company and
any Subsidiary may make investments in, or create, any wholly-owned
Domestic Subsidiary (by way of capital contribution or otherwise) or
make investments permitted by subsection 8.5(b), provided that, in any
such case, (x) if stock is issued or otherwise acquired in connection
with such investment, or if the stock of such Subsidiary was not
previously pledged to the Administrative Agent, such stock is pledged
to the Administrative Agent for the benefit of the Lenders so that
100% of the Capital Stock of such Subsidiary is pledged to the
Administrative Agent and (y) such Subsidiary guarantees the
obligations of the Company under the Notes and this Agreement, and
grants liens or security interests in favor of the Administrative
Agent, for the benefit of the
<PAGE> 72
67

Lenders, on substantially all of its assets to secure such guarantee,
pursuant to a guarantee, a security agreement and other documentation
reasonably satisfactory to the Administrative Agent;

(d) the Company or any of its Subsidiaries may make payroll
advances in the ordinary course of business;

(e) the Company or any of its Subsidiaries may acquire and
hold receivables owing to it, if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with
customary trade terms, (provided that nothing in this clause (e) shall
prevent the Company or any Subsidiary from offering such concessionary
trade terms, or from receiving such investments in connection with the
bankruptcy or reorganization of their respective suppliers or
customers or the settlement of disputes with such customers or
suppliers arising in the ordinary course of business, as management
deems reasonable in the circumstances); and

(f) the Company or any of its Subsidiaries may make
relocation and other loans to officers and employees of the Company or
any such Subsidiary, provided that the aggregate principal amount of
all such loans and advances outstanding at any one time, together with
the guarantees of such loans and advances made pursuant to subsection
8.3(e), shall not exceed $4,000,000 at any one time outstanding;

(g) the Company may make loans to employees of the Company
and its Subsidiaries the proceeds of which are used by such employees
to purchase stock of Holdings, provided that the aggregate principal
amount of all such loans shall not exceed, together with any
guarantees of loans made pursuant to subsection 8.3(h), at any one
time outstanding $8,000,000;

(h) the Company and its Subsidiaries may make acquisitions of
companies engaged primarily in businesses similar to the businesses in
which the Company and its Subsidiaries are engaged to the extent that
the amount expended to make such acquisitions is permitted pursuant to
subsection 8.7 (a), (b) or (d); provided that, if permitted pursuant
to clause (b) of subsection 8.7, the acquisitions shall be permitted
only if the Company complies with the covenants contained in
subsections 8.8, 8.9 and 8.10 of this Agreement on a pro forma basis
after giving effect to such acquisitions; and

(i) the Company may make loans to employees of the Company
and its Subsidiaries, the proceeds of which are used by such employees
for travel and other ordinary expenses for which advances to employees
are generally made in an aggregate principal amount not to exceed when
added to the amount of guarantees made by the Company pursuant to
subsection 8.3(i), at any one time outstanding $1,000,000.
<PAGE> 73
68

8.7 Capital Expenditures. Make or commit to make any Capital
Expenditures, except that the Company and its Subsidiaries may make or commit
to make Capital Expenditures

(a) in connection with the Trak West Acquisition; plus

(b) consisting of acquisitions of companies engaged
primarily in businesses similar to the businesses in which the Company
and its Subsidiaries are engaged, in an aggregate amount of
$50,000,000; plus

(c) consisting of investments in the development of new
or relocated stores in an aggregate amount not to exceed at any one
time $50,000,000, against which amount shall be credited any funds
from the subsequent sale of any real property (including leasehold
interests) or fixtures purchased or developed in connection therewith;
plus

(d) of any other type in amounts not exceeding the amount
set forth below (the "Base Amount") for each of the fiscal years of
the Company (or other period) set forth below:

<TABLE>
<CAPTION>
Fiscal Year
or Period Base Amount
---------- -----------
<S> <C>

October 30, 1996 $35,000,000
through end of
fiscal year 1997
1998 $30,000,000
1999 $30,000,000
2000 $30,000,000
2001 $30,000,000
2002 $30,000,000
2003 $30,000,000
</TABLE>

provided, however, that (i) for any fiscal year of the Company, the
Base Amount for such fiscal year set forth above shall be increased by
an amount equal to the aggregate amount of proceeds received by the
Company or any of its Subsidiaries in such fiscal year with respect to
sales of real property by the Company or such Subsidiary, which real
property had been originally acquired or developed by the Company or
such Subsidiary with the proceeds of Revolving Credit Loans, but only
if such acquisition and development costs had been originally included
as Capital Expenditures in the fiscal year or years when such
acquisition and development costs were incurred and (ii) for any
fiscal year of the Company, the Base Amount for such fiscal year set
forth above (as increased with respect to such fiscal year pursuant to
clause (i) of this proviso) may be increased by an amount not in
excess of $15,000,000 by carrying over to such fiscal year the unused
portion of the Base Amount for the immediately preceding fiscal year
(as increased pursuant to this proviso).
<PAGE> 74
69

8.8 Consolidated EBITDA. At the last day of any fiscal
quarter set forth below, permit Consolidated EBITDA for the period of four
fiscal quarters ending on such day to be less than the amount set forth
opposite such fiscal quarter below:

Fiscal Year Fiscal Quarter Amount
----------- -------------- -----------
<S> <C> <C>
1997 Fourth $50,000,000
1998 First $54,000,000
Second $60,000,000
Third $65,000,000
Fourth $70,000,000
1999 First $74,000,000
Second $75,000,000
Third $75,000,000
Fourth $75,000,000
2000 First $75,000,000
Second $75,000,000
Third $75,000,000
Fourth $75,000,000
2001 First $75,000,000
Second $75,000,000
Third $75,000,000
Fourth $75,000,000
2002 First $75,000,000
Second $75,000,000
Third $75,000,000
Fourth $75,000,000
2003 First $75,000,000
Second $75,000,000
Third $75,000,000
Fourth $75,000,000
</TABLE>

8.9 Debt to EBITDA. At the last day of any fiscal quarter
set forth below, permit the ratio of Consolidated Funded Indebtedness as at
such day to Consolidated EBITDA for the period of four fiscal quarters ending
on such day (the "Leverage Ratio") to be greater than the ratio set forth below
for such fiscal quarter; provided, that, with respect to any acquisition
permitted by subsection 8.6(h), the last four fiscal quarters of Consolidated
EBITDA (as may be adjusted for post-acquisition cost savings reasonably agreed
to by the Company and the Administrative Agent) of the acquired company shall
be added to the Consolidated EBITDA of the Company for the purposes of
calculating this ratio:

Fiscal Year Fiscal Quarter Ratio
----------- -------------- ---------
<S> <C> <C>
1997 Fourth 5.75 to 1
1998 First 5.75 to 1
Second 5.75 to 1
Third 5.75 to 1
</TABLE>
<PAGE> 75
70

Fourth 4.50 to 1
1999 First 4.50 to 1
Second 4.50 to 1
Third 4.50 to 1
Fourth 4.00 to 1
2000 First 4.00 to 1
Second 4.00 to 1
Third 4.00 to 1
Fourth 4.00 to 1
2001 First 4.00 to 1
Second 4.00 to 1
Third 4.00 to 1
Fourth 4.00 to 1
2002 First 4.00 to 1
Second 4.00 to 1
Third 4.00 to 1
Fourth 4.00 to 1
2003 First 4.00 to 1
Second 4.00 to 1
Third 4.00 to 1
Fourth 4.00 to 1
</TABLE>

8.10 Interest Coverage. At the last day of any fiscal
quarter set forth below, permit the Interest Coverage Ratio to be less than the
ratio set forth below for such fiscal quarter:

<TABLE>
<CAPTION>
Interest
Coverage
Fiscal Year Fiscal Quarter Ratio
----------- -------------- ---------
<S> <C> <C>

1997 Fourth 1.75 to 1
1998 First 1.75 to 1
Second 1.75 to 1
Third 1.75 to 1
Fourth 2.25 to 1
1999 First 2.25 to 1
Second 2.25 to 1
Third 2.25 to 1
Fourth 2.75 to 1
2000 First 2.75 to 1
Second 2.75 to 1
Third 2.75 to 1
Fourth 2.75 to 1
2001 First 2.75 to 1
Second 2.75 to 1
Third 2.75 to 1
Fourth 2.75 to 1
</TABLE>
<PAGE> 76
71

<TABLE>

2002 First 2.75 to 1
Second 2.75 to 1
Third 2.75 to 1
Fourth 2.75 to 1
2003 First 2.75 to 1
Second 2.75 to 1
Third 2.75 to 1
Fourth 2.75 to 1
</TABLE>

8.11 Limitation on Dividends. Declare any dividends on any
shares of any class of stock, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
retirement or other acquisition of any shares of any class of stock, or any
warrants or options to purchase such stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Company or
any of its Subsidiaries; except that:

(a) Subsidiaries may pay dividends to the Company or to
Subsidiaries which are directly or indirectly wholly owned by the
Company;

(b) the Company may pay or make dividends or distributions to
any holder of its capital stock in the form of additional shares of
Capital Stock of the same class and type, provided such shares of
Capital Stock are pledged to the Administrative Agent for the benefit
of the Lenders;

(i) to Holdings in amounts equal to amounts
required for Holdings to pay franchise taxes and other fees
required to maintain its corporate existence and provide for
other operating costs;

(ii) to Holdings in amounts equal to amounts
required for Holdings to pay Federal, state and local income
taxes to the extent such income taxes are attributable to the
income of the Company and its Subsidiaries;

(iii) to Holdings in amounts equal to amounts
expended by Holdings to repurchase Capital Stock of Holdings
owned by former employees of the Company or its Subsidiaries
or their assigns, estates and heirs, provided that the
aggregate amount paid, loaned or advanced to Holdings pursuant
to this clause (iii) shall not, in the aggregate, exceed the
sum of $5,000,000 plus any amounts contributed by Holdings to
the Company as a result of resales of such repurchased shares
of Capital Stock;

(iv) to Holdings in amounts equal to amounts
required for Holdings to make phantom stock payments in an
aggregate amount not to exceed $10,000,000 during the 1997
fiscal year of the Company;
<PAGE> 77
72

(v) so long as, after giving effect thereto, no
Default or Event of Default has occurred and is continuing and
the most recent financial statements required to be delivered
pursuant to subsections 7.1(a) or (b) have been delivered, the
Company may pay scheduled cash dividends on the Company's
preferred stock to Holdings to enable Holdings to pay interest
at a non-default rate per annum not in excess of 12% to the
holders of the Holdings Subordinated Debt in respect of the
six-month period ended on such day (or accrued deferred
interest in respect of any prior period), provided that within
20 days Holdings uses such dividends to pay current or accrued
interest on the Holdings Subordinated Debt; and

(vi) if the Company is prohibited from paying cash
dividends pursuant to subsection 8.11(c)(v) because of the
occurrence of a Default or Event of Default, the Company may
pay the cash dividends which it would have otherwise paid on
its preferred stock to Holdings on a prior date on any
succeeding date to enable Holdings to pay interest at a
non-default rate per annum not in excess of 12% to the holders
of the Holdings Subordinated Debt in respect of any prior
period (or accrued deferred interest in respect of any prior
period), provided that (A) so long as, after giving effect
thereto, no Default or Event of Default has occurred and is
continuing (including compliance with the Interest Coverage
Ratio set forth in subsection 8.10 on a pro forma basis
assuming such dividends that are proposed to be paid at such
time pursuant to this clause (vi) but were not paid under
subsection 8.11(c)(v) had been paid on the last day of the
most recently ended fiscal quarter of the Company (for
purposes of calculating compliance with the Interest Coverage
Ratio pursuant to this subsection 8.11(c)(vi) only, the
denominator of the Interest Coverage Ratio shall include the
amount of such dividends paid in cash by the Company to
Holdings pursuant to this subsection 8.11(c)(vi)), (B) the
financial statements required to be delivered in respect of
such fiscal quarter have been delivered pursuant to
subsections 7.1(a) or (b) and (C) within 20 days Holdings uses
such dividends to pay current or accrued interest on the
Holdings Subordinated Debt; and

(d) the Company may redeem, repurchase or cancel any of the
preferred stock of the Company held by Holdings with the Net Proceeds
of any issuance of Capital Stock of Holdings, the Company or its
Subsidiaries, provided that Holdings concurrently redeems, repays or
repurchases Holdings Subordinated Debt with the proceeds of such
repurchase, redemption or cancellation.

8.12 Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate except
for transactions which are otherwise permitted under this Agreement and which
are in the ordinary course of the Company's or a Subsidiary's business and
which are upon fair and reasonable terms no less favorable to the Company or
such Subsidiary than it would obtain in a hypothetical comparable arm's length
transaction with a Person not an Affiliate; provided, however, that nothing in
this subsection 8.12 shall prohibit the Company or any of its Subsidiaries from
engaging in the following transactions: (x) the
<PAGE> 78
73

performance of the Company's or such Subsidiary's obligations under any
employment contract, collective bargaining agreement, employee benefit plan,
related trust agreement or any other similar arrangement heretofore or
hereafter entered into in the ordinary course, (y) payment of compensation to
employees, officers, directors or consultants in the ordinary course of
business and (z) maintenance of benefit programs or arrangements for employees,
officers or directors, including, without limitation, vacation plans, health
and life insurance plans, deferred compensation plans, and retirement or
savings plans and similar plans.

8.13 Prepayments and Amendments of Permanent Subordinated
Debt. (a) Optionally prepay, optionally retire, optionally redeem, optionally
purchase, optionally defease or optionally exchange, or make any mandatory
prepayment of any Permanent Subordinated Debt (other than (y) any refinancing
of the Permanent Subordinated Debt contemplated in the definition thereof and
(z) any redemption of the Permanent Subordinated Debt with the proceeds of the
issuance of Capital Stock to the extent permitted by subsection 4.4(b)) or pay
any interest on the Permanent Subordinated Debt in cash if such interest may be
paid by the issuance of additional Permanent Subordinated Debt or (b) amend,
supplement or otherwise modify any documentation governing any Permanent
Subordinated Debt (other than (i) amendments to such Permanent Subordinated
Debt which reduce the interest rate or extend the maturity thereof and (ii)
waivers of compliance by the Company with any of the terms or conditions of
such Permanent Subordinated Debt (except those terms or conditions which by
their terms run to the benefit of the Lenders). Notwithstanding anything to
the contrary in this Section 8.13 and in addition to that which is permitted
pursuant to the parenthetical in clause (a) of this Section 8.13, so long as
there is no Default or Event of Default existing and no Default or Event of
Default (except as would result from this Section 8.13 but for the last
sentence hereof) would result therefrom, the Company may redeem, repay or
repurchase up to $20,000,000 aggregate principal amount of the Permanent
Subordinated Debt and may amend, supplement or otherwise modify such documents
governing the Permanent Subordinated Debt as may be necessary to effect such
redemption, repayment or repurchase.

8.14 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Company to end on a day other than the Sunday closest to January
31.

8.15 Limitation on Lines of Business. Enter into any
business, either directly or through any Subsidiary, except for those
businesses in which the Company is engaged on the date of this Agreement or
which are directly related thereto.

8.16 Limitation on Interest Rate Agreements. Enter into,
create, incur, assume or suffer to exist any Interest Rate Agreements or
obligations in respect thereof except in the ordinary course of business for
non-speculative purposes.

SECTION 9. EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the
following events:
<PAGE> 79
74

(a) The Company shall fail (i) to pay any principal of any
Note when due in accordance with the terms hereof or thereof or to
reimburse the Issuing Lender in accordance with subsection 3.8 or (ii)
pay any interest on any Loan or any other amount payable hereunder
within five days after any such interest or other amount becomes due
in accordance with the terms thereof or hereof; or

(b) Any representation or warranty made or deemed made by any
Credit Party in any Credit Document shall prove to have been incorrect
in any material respect on or as of the date made or deemed made; or

(c) The Company shall default in the observance or
performance of any agreement contained in subsection 7.7(a) or Section
8 of this Agreement or Holdings shall default in the observance or
performance of any agreement contained in Section 5 of the Holdings
Pledge Agreement or the Company shall default in the observance or
performance of any agreement contained in subsections 3(a), (h)
through (k) and (o) of the Company Security Agreement or Holdings
shall default in the observance or performance of any agreement
contained in Section 10 of the Holdings Guarantee, or, with respect to
any Subsidiary which becomes a Credit Party on or after the Closing
Date, the Company or such Subsidiary shall default in the observance
or performance of the corresponding provisions of the pledge
agreement, guarantee and security agreement to which it is a party; or

(d) Any Credit Party shall default in the observance or
performance of any other agreement contained in any Credit Document
and such default shall continue unremedied for a period of 30 days; or

(e) The Company or any of its Subsidiaries shall (i) default
in any payment of principal of or interest on or other amounts in
respect of any Indebtedness (other than the Loans, the L/C Obligations
and any inter-company debt) or Interest Rate Agreement or in the
payment of any Contingent Obligation, beyond the period of grace, if
any, provided in the instrument or agreement under which such
Indebtedness, Interest Rate Agreement or Contingent Obligation was
created; or (ii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness, Interest
Rate Agreement or Contingent Obligation or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such
Contingent Obligation (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving
of notice if required, such Indebtedness to become due prior to its
stated maturity, any applicable grace period having expired, or such
Contingent Obligation to become payable, any applicable grace period
having expired; in each case, provided that the aggregate principal
amount of all such Indebtedness, Interest Rate Agreements and
Contingent Obligations under which a payment default exists as in (a)
above or which would then become due or payable equals or exceeds
$10,000,000; or
<PAGE> 80
75

(f) (i) The Company or any of its Subsidiaries or Holdings
shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its
debts or (B) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part of
its assets, or the Company or any of its Subsidiaries or Holdings
shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against the Company or any of its
Subsidiaries or Holdings any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry
of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days;
or (iii) there shall be commenced against the Company or any of its
Subsidiaries or Holdings any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which
results in the entry of an order for any such relief which shall not
have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) the Company or any of
its Subsidiaries or Holdings shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of
the acts set forth in clause (i), (ii), or (iii) above; or (v) the
Company or any of its Subsidiaries or Holdings shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay
its debts as they become due; or

(g) (i) Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any Plan which is not otherwise exempted, (ii) any
"accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan, (iii) a
Reportable Event shall occur with respect to, or proceedings shall
commence to have a trustee appointed, or a trustee shall be appointed,
to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a
trustee is likely to result in the termination of such Single Employer
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, (v) the Company or
any Commonly Controlled Entity shall incur any material liability in
connection with a withdrawal from, or the Insolvency or Reorganization
of, a Multiemployer Plan; and in each case in clauses (i) through (v)
above, such event or condition, together with all other such events or
conditions relating to a Plan, if any, would be reasonably likely to
subject the Company or any of its Subsidiaries to any tax, penalty or
other liabilities in the aggregate material in relation to the
business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole; or

(h) One or more judgments or decrees shall be entered against
the Company or any of its Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance) of $10,000,000 or
more and all such judgments or decrees shall
<PAGE> 81
76

not have been vacated, discharged, stayed or bonded pending appeal
within the time required by the terms of such judgment; or

(i) Any Credit Document shall cease, for any reason, to be in
full force and effect or any Credit Party or any of its Subsidiaries
shall so assert in writing, or any Pledge Agreement or Security
Agreement shall cease to be effective to grant a perfected Lien on the
collateral described therein with the priority purported to be created
thereby (other than as a result of any action or inaction on the part
of the Administrative Agent or the Lenders), subject to such
exceptions as may be permitted therein, and in the case of any
Security Agreement such condition shall continue unremedied for 30
days after notice thereof to the Company by the Administrative Agent
or any Lender; or

(j) There shall have occurred a Change in Control; or

(k) Holdings shall engage in any business or activity other
than owning the Capital Stock of the Company and activities reasonably
incidental thereto;

(l) (i) There shall have occurred any amendment, supplement
or other modification of any of the Permanent Subordinated Debt or the
documents governing such Permanent Subordinated Debt, which in any
such case shall not have been consented to in advance in writing by
the Administrative Agent and the Required Lenders, except (A) as
otherwise expressly permitted by subsection 8.13 or (B) to the extent
such amendment, supplement or modification gives effect to any
prepayment, retirement or redemption of Permanent Subordinated Debt
expressly permitted by this Agreement or (ii) the subordination
provisions of any document governing any Permanent Subordinated Debt
shall cease, for any reason, to be valid or any Credit Party or any of
its Subsidiaries shall so assert in writing;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically (i) the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement, the Notes and the other Credit Documents shall immediately
become due and payable, and (ii) all obligations of the Company in respect of
the Letters of Credit, although contingent and unmatured, shall become
immediately due and payable and the Issuing Lender's obligations to issue the
Letters of Credit shall immediately terminate and (b) if such event is any
other Event of Default, so long as any such Event of Default shall be
continuing, either or both of the following actions may be taken: (i) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Company, declare the Commitments and the Issuing Lender's obligations to
issue the Letters of Credit to be terminated forthwith, whereupon the
Commitments and such obligations shall immediately terminate; and (ii) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice of
default to the Company, (A) declare all or a portion of the Loans hereunder
(with accrued interest thereon) and all other amounts owing under this
Agreement and the Notes to be due and payable forthwith, whereupon the same
shall immediately become due and payable, and
<PAGE> 82
77

(B) declare all or a portion of the obligations of the Company in respect of
the Letters of Credit, although contingent and unmatured, to be due and payable
forthwith, whereupon the same shall immediately become due and payable and/or
demand that the Company discharge any or all of the obligations supported by
the Letters of Credit by paying or prepaying any amount due or to become due in
respect of such obligations. All payments under this Section 9 on account of
undrawn Letters of Credit shall be made by the Company directly to a cash
collateral account established by the Administrative Agent for such purpose for
application to the Company's reimbursement obligations under subsection 3.8 as
drafts are presented under the Letters of Credit, with the balance, if any, to
be applied to the Company's obligations under this Agreement and the Notes as
the Administrative Agent shall determine with the approval of the Required
Lenders. Except as expressly provided above in this Section 9, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

SECTION 10. THE ADMINISTRATIVE AGENT; THE ISSUING LENDER

10.1 Appointment. Each Lender hereby irrevocably designates
and appoints Chase as the Administrative Agent and Lehman as the Documentation
Agent under this Agreement and irrevocably authorizes Chase as Administrative
Agent for such Lender, to take such action on its behalf under the provisions
of the Credit Documents and to exercise such powers and perform such duties as
are expressly delegated to the Administrative Agent by the terms of the Credit
Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, neither the Administrative Agent nor the Documentation Agent shall
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into the Credit Documents or otherwise exist against the Administrative Agent
or the Documentation Agent.

10.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and each of the other Credit
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care, except
as otherwise provided in subsection 10.3.

10.3 Exculpatory Provisions. None of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates shall be (i) liable for any action lawfully taken or omitted to
be taken by it or such Person under or in connection with the Credit Documents
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Credit Party or any
officer thereof contained in the Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with the Credit Documents or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of the Credit Documents or for any failure of any Credit Party to
perform its obligations thereunder. The Administrative Agent shall not be
under any obligation to any
<PAGE> 83
78

Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, any Credit Document or to
inspect the properties, books or records of any Credit Party.

10.4 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, the writings maintained in the Register, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex
or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Company), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take
any action under any Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders (or, where a higher percentage of the
Lenders is expressly required hereunder, such Lenders) as it deems appropriate
or it shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, under any
Credit Document in accordance with a request of the Required Lenders (or, where
a higher percentage of the Lenders is expressly required hereunder, such
Lenders), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Notes.

10.5 Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder unless the Administrative Agent has received written
notice from a Lender or the Company referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall promptly give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
provided that unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.

10.6 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that none of the Administrative Agent, the
Documentation Agent or any of their respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by the Administrative Agent, the Documentation
Agent or any such Person hereinafter taken, including any review of the affairs
of the Credit Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent, the Documentation Agent or any such
Person to any Lender. Each Lender represents to the Administrative Agent and
the Documentation Agent that it has,
<PAGE> 84
79

independently and without reliance upon the Administrative Agent, the
Documentation Agent or any such Person or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of Holdings, the Company and its
Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent, the Documentation Agent or
any such Person or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
the Credit Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of Holdings, the Company and its Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, financial
and other condition or creditworthiness of the Credit Parties which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

10.7 Indemnification. The Lenders agree to indemnify the
each of the Administrative Agent and the Documentation Agent in its capacity as
such (to the extent not reimbursed by the Credit Parties and without limiting
the obligation of the Credit Parties to do so), ratably according to the
respective amounts of their respective Commitments (or, to the extent such
Commitments have been terminated, according to the respective outstanding
principal amounts of the Loans and the L/C Obligations and the respective
obligations, whether as Issuing Lender or a Participating Lender, under the
Letter of Credit), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including without
limitation at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent or the Documentation
Agent in any way relating to or arising out of the Credit Documents or any
documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted by the Administrative Agent
or the Documentation Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent's or the Documentation Agent's respective gross negligence or willful
misconduct. The agreements in this subsection 10.7 shall survive the payment
of the Notes and all other amounts payable hereunder.

10.8 The Administrative Agent in its Individual Capacity.
The Administrative Agent, the Documentation Agent and their respective
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with Holdings, the Company and its Subsidiaries as though the
Administrative Agent was not the Administrative Agent hereunder and the
Documentation Agent was not the Documentation Agent hereunder. With respect to
its Loans made or renewed by it and any Note issued to either of them, the
Administrative Agent and the Documentation Agent shall each have the same
rights and powers, duties and liabilities under the Credit Documents as any
Lender and may exercise the
<PAGE> 85
80

same as though it were not the Administrative Agent and the Documentation
Agent, respectively, and the terms "Lender" and "Lenders" shall include the
Administrative Agent and the Documentation Agent in their respective individual
capacities.

10.9 Successor Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under the Credit
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders which successor agent shall, so long as no
Event of Default has occurred and is continuing, be approved by the Company,
which shall not unreasonably withhold its approval, whereupon such successor
agent shall succeed to the rights, powers and duties of the Administrative
Agent and the term "Administrative Agent" shall mean such successor agent
effective upon its appointment and approval, and the former Administrative
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the Notes. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 10 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under the Credit Documents.

10.10 Issuing Lender as Issuer of Letters of Credit. Each
Lender which is a holder of a Revolving Credit Commitment (collectively
"Revolving Credit Lenders") hereby acknowledges that the provisions of this
Section 10 shall apply to the Issuing Lender, in its capacity as issuer of the
Letters of Credit, in the same manner as such provisions are expressly stated
to apply to the Administrative Agent, except that obligations to indemnify the
Issuing Lender shall be ratable among the Revolving Credit Lenders in
accordance with their respective Revolving Credit Commitments (or, if the
Revolving Credit Commitments have been terminated, the outstanding principal
amount of their respective Revolving Credit Loans and L/C Obligations and their
respective participating interests in the outstanding Letters of Credit).

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Except as otherwise expressly
set forth in this Agreement, no Credit Document nor any terms thereof may be
amended, supplemented, waived or modified except in accordance with the
provisions of this subsection 11.1. With the written consent of the Required
Lenders, the Administrative Agent and the respective Credit Parties or their
Subsidiaries may, from time to time, enter into written amendments, supplements
or modifications hereto for the purpose of adding any provisions to any Credit
Document to which they are parties or changing in any manner the rights of the
Lenders or of any such Credit Party or its Subsidiaries thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default
or Event of Default and its consequences; provided, however, that:

(a) no such waiver and no such amendment, supplement or
modification shall release collateral not required or permitted by any
Credit Document to be released and
<PAGE> 86
81

which, in the aggregate with all other collateral released pursuant to
this clause (a) (other than collateral released pursuant to the
proviso to this clause (a)) during the calendar year in which such
proposed release would be effected and the immediately preceding
calendar year, has fair market value on the proposed date of release
in excess of 20% of the fair market value of all collateral on such
date without the written consent of the Supermajority Lenders;
provided that, notwithstanding the foregoing, this clause (a) shall
not be applicable to and no consent shall be required for (i) releases
of collateral in connection with any Asset Sales permitted by
subsection 8.5, (ii) releases of collateral in accordance with
subsection 11.11 or (iii) upon the reincorporation of the Company or
any Subsidiary in a new jurisdiction or the creation of a new
Subsidiary of the Company, any release of collateral in connection
with the transfer of such released collateral to such reincorporated
entity or new Subsidiary in compliance with subsection 8.4, provided
that the Administrative Agent, in its sole discretion, determines that
such release and transfer, together with any grant and perfection of a
new Lien therein in favor of the Administrative Agent, will cause no
material impairment of the value of the collateral taken as a whole,
after giving effect to such release and transfer;

(b) no such waiver and no such amendment, supplement or
modification shall extend the final maturity date of any Note or the
scheduled payment date of any installment of any Loan, or reduce the
rate or extend the time of payment of interest thereon, or change the
method of calculating interest thereon, or reduce any fee payable to
the Lenders hereunder, or reduce the principal amount thereof, or
change the amount of any Lender's Commitment or Commitment Percentage,
or amend, modify or waive any provision of subsection 4.9(b) or this
subsection 11.1 or reduce the percentage specified in the definition
of Required Lenders or reduce the percentage specified in the
definition of Supermajority Lenders or reduce the percentage specified
in the definition of Section 4.4 Lenders or consent to the assignment
or transfer by any Credit Party of any of its rights and obligations
under any Credit Document, in each case, without the prior written
consent of each Lender directly affected thereby;

(c) no such waiver and no such amendment, supplement or
modification affecting the then Administrative Agent or Issuing Lender
shall amend, modify or waive any provision of Section 10 without the
written consent of such Administrative Agent or Issuing Lender;

(d) without the consent of the Lenders which are holders of
the Revolving Credit Loans only, the Lenders which are holders of all
the Term Loans may amend this Agreement and the Term Loan Notes to
extend the maturities of the installments of the Term Loans; and
without the consent of the Lenders which are holders of the Term
Loans, all the Revolving Credit Lenders may amend this Agreement and
the Revolving Credit Notes to extend the Revolving Credit Termination
Date; and

(e) no such waiver, and no such amendment, supplement or
modification shall amend, modify or waive the Section 4.4 Lenders'
ability to act pursuant to subsection 4.4(b)(i), (ii), (iii) or (iv)
without the written consent of the Section 4.4 Lenders.
<PAGE> 87
82

Any such waiver and any such amendment, supplement or modification described in
this subsection 11.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party and its Subsidiaries, the Lenders, the
Administrative Agent and Issuing Lender and all future holders of the Notes and
the Loans. Any extension of a Letter of Credit by the Issuing Lender shall be
treated hereunder as a new Letter of Credit. In the case of any waiver, the
Credit Parties, the Lenders, the Administrative Agent and Issuing Lender shall
be restored to their former position and rights hereunder and under the
outstanding Notes, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

11.2 Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy or telex, if one is listed), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or three Business Days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when sent, confirmation of receipt received,
or, in the case of telex notice, when sent, answerback received, addressed as
follows in the case of the Company and the Administrative Agent and as set
forth in Schedule I in the case of any Lender, or to such other address as may
be hereafter notified by the respective parties hereto and any future holders
of the Notes:

The Company: CSK Auto, Inc.
645 E. Missouri Avenue
Suite 400
Phoenix, Arizona 85012
Attention: Treasurer
Telecopy: (602) 234-1713

With a copy to: Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention: Janet Vance, Esq.
Telecopy: (212) 351-4035

The Administrative Agent: The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Neil R. Boylan
Telecopy: (212) 270-1129

With a copy to: The Chase Manhattan Bank Loan and
Agency Services
1 Chase Manhattan Plaza
8th Floor
New York, New York 10081
Attention: Sandra Miklave
Telecopy: (212) 552-7953
<PAGE> 88
83

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsections 3.4, 3.5, 4.1, 4.2, 4.3 and 4.4 shall
not be effective until received and provided that the failure to provide the
copies of notices to the Company provided for in this subsection 11.2 shall not
result in any liability to the Administrative Agent.

11.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement, the Letters of Credit and the
Notes.

11.5 Payment of Expenses and Taxes. The Company agrees (a)
to pay or reimburse the Administrative Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
the Credit Documents and any other documents prepared in connection herewith,
and the consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and disbursements of one
counsel to the Administrative Agent, (b) to pay or reimburse each Lender and
the Administrative Agent for all their costs and expenses incurred in
connection with, and to pay, indemnify, and hold the Administrative Agent and
each Lender harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of or in
connection with, the enforcement or preservation of any rights under any Credit
Document and any such other documents, including, without limitation,
reasonable fees and disbursements of counsel to the Administrative Agent and
each Lender incurred in connection with the foregoing and in connection with
advising the Administrative Agent with respect to its rights and
responsibilities under this Agreement and the documentation relating thereto,
(c) to pay, indemnify, and to hold the Administrative Agent and each Lender
harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes (other than withholding taxes), if any, which
may be payable or determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, any Credit Document and any such other documents, and (d) to pay,
indemnify, and hold the Administrative Agent and each Lender and their
respective Affiliates, officers, directors, trustees, employees or agents
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, reasonable
fees and disbursements of counsel) which may be incurred by or asserted against
the
<PAGE> 89
84

Administrative Agent or the Lenders or such Affiliates, officers, directors,
trustees, employees, and agents (x) arising out of or in connection with any
investigation, litigation or proceeding related to this Agreement, the other
Credit Documents, the proceeds of the Loans or the Permanent Subordinated Debt
and the transactions contemplated by or in respect of such use of proceeds, or
any of the other transactions contemplated hereby, whether or not the Company,
the Administrative Agent or any of the Lenders or such Affiliates, officers or
directors is a party thereto, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Company, any of its
Subsidiaries or any of the facilities and properties owned, leased or operated
by the Company or any of its Subsidiaries, or (y) without limiting the
generality of the foregoing, by reason of or in connection with the execution
and delivery or transfer of, or payment or failure to make payments under,
Letters of Credit (it being agreed that nothing in this subsection 11.5(d)(y)
is intended to limit the Company's obligations pursuant to subsection 3.8) (all
the foregoing, collectively, the "indemnified liabilities"), provided that the
Company shall have no obligation hereunder with respect to indemnified
liabilities of the Administrative Agent or any Lender or any of their
respective Affiliates, officers and directors arising from (i) the gross
negligence or willful misconduct of such Administrative Agent or Lender or
their respective directors or officers or (ii) legal proceedings commenced
against the Administrative Agent or a Lender by any security holder or creditor
thereof arising out of and based upon rights afforded any such security holder
or creditor solely in its capacity as such or (iii) legal proceedings commenced
against the Administrative Agent or any such Lender by any Transferee (as
defined in subsection 11.6). The agreements in this subsection 11.5 shall
survive repayment of the Loans and all other amounts payable hereunder.

11.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Company, the Lenders, the Administrative Agent, all future holders of the Notes
and the Loans, and their respective successors and assigns, except that the
Company may not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial
banking or lending business and in accordance with applicable law, at any time
sell to one or more banks or other entities ("Participants") participating
interests in any Loan owing to such Lender, any participating interest in the
Letters of Credit of such Lender, any Note held by such Lender, any Commitment
of such Lender or any other interest of such Lender hereunder. In the event of
any such sale by a Lender of participating interests to a Participant, such
Lender's obligations under this Agreement and the other Credit Documents to the
other parties to this Agreement shall remain unchanged, such Lender shall
remain solely responsible for the performance thereof, such Lender shall remain
the holder of any such Note for all purposes under this Agreement and Holdings,
the Company and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Credit Documents. The Company
agrees that if amounts outstanding under this Agreement and the Notes are due
and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of setoff in respect of its participating interest in amounts
owing under this Agreement and any Note to the same extent
<PAGE> 90
85

as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement or any Note; provided, that such right of setoff
shall be subject to the obligation of such Participant to share with the
Lenders, and the Lenders agree to share with such Participant, as provided in
subsection 11.7. The Company also agrees that each Participant shall be
entitled to the benefits of subsections 3.10, 4.11 and 4.12 with respect to its
participation in the Letters of Credit and in the Commitments and the Loans
outstanding from time to time as if it were a Lender; provided, that no
Participant shall be entitled to receive any greater amount pursuant to any
such subsection than the transferor Lender would have been entitled to receive
in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred. Each Lender agrees
that the participation agreement pursuant to which any Participant acquires its
participating interest (or any other document) may afford voting rights to such
Participant, or any right to instruct such Lender with respect to voting
hereunder, only with respect to matters requiring the consent of either all of
the Lenders hereunder or all of the Lenders holding the relevant Term Loans or
Revolving Credit Commitments subject to such participation.

(c) Subject to paragraph (g) of this subsection 11.6, any
Lender may, in the ordinary course of its commercial banking, lending or other
business and in accordance with applicable law, (i) at any time and from time
to time assign all or any part of its rights and obligations under this
Agreement and the Notes to any Lender or any Affiliate thereof, provided that,
in the event of a sale of less than all of such rights and obligations, such
assigning Lender after any such sale to any other Lender or any Affiliate of
such Lender shall retain Commitments and/or Loans and/or L/C Participating
Interests aggregating at least $5,000,000 (or such lesser amount as the
Administrative Agent may determine), and, (ii) with the consent of the Company
and the Administrative Agent (which in each case shall not be unreasonably
withheld or delayed) at any time and from time to time assign to one or more
additional banks, mutual funds or financial institutions or entities (each, an
"Assignee"), all or any part of its rights and obligations under this Agreement
and the Notes, pursuant to an Assignment and Acceptance, executed by such
Assignee, such transferor Lender (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Company and the Administrative
Agent), and delivered to the Administrative Agent for its acceptance and
recording in the Register (as defined below); provided that, unless otherwise
consented to by the Company and the Administrative Agent, (A) each such sale
pursuant to clause (ii) of this subsection 11.6(c) shall be in a principal
amount of $5,000,000 or more unless the Assigning Lender is transferring all of
its rights and obligations and (B) in the event of a sale of less than all of
such rights and obligations, such Lender after any such sale shall retain
Commitments and/or Loans and/or L/C Participating Interests aggregating at
least $5,000,000. Upon such execution, delivery, acceptance and recording,
from and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a Commitment, if any, as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent of the
interest transferred, as reflected in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of a
Assignment and Acceptance covering all or the remaining portion of a transferor
Lender's rights and obligations under this Agreement, such transferor Lender
shall cease to be a party hereto, except that it shall remain entitled to the
benefit of all indemnities and other provisions stated to survive the
termination hereof).
<PAGE> 91
86

(d) The Administrative Agent, which for purposes of this
subsection 11.6(d) only shall be deemed the agent of the Company, shall
maintain at the address of the Administrative Agent referred to in subsection
11.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amounts of the Loans owing to, each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Company, the Administrative Agent and
the Lenders shall treat each Person whose name is recorded in the Register as
the owner of a Loan or other obligation hereunder as the owner thereof for all
purposes of this Agreement and the other Credit Documents, notwithstanding any
notice to the contrary. Any assignment of any Loan or other obligation
hereunder shall be effective only upon appropriate entries with respect thereto
being made in the Register. The Register shall be available for inspection by
the Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an Affiliate thereof, by the Company and the
Administrative Agent), together with payment to the Administrative Agent of a
registration and processing fee of $4,000 if the Assignee is not a Lender prior
to the execution of such supplement and $1,000 otherwise, the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Company. On or prior to such effective date, the Company
at its own expense, shall execute and deliver to the Administrative Agent (in
exchange for any or all of the Term Loan Note, or Revolving Credit Notes of the
assigning Lender, if any ) new Term Loan Note, or Revolving Credit Notes, as
the case may be, to the order of such Assignee (if requested by such Assignee)
in an amount equal to the Revolving Credit Commitment or the Term Loans, as the
case may be, assumed by it pursuant to such Assignment and Acceptance and, if
the assigning Lender has retained a Commitment or any Term Loans hereunder, new
Term Loan Note, or Revolving Credit Notes, as the case may be, to the order of
the assigning Lender in an amount equal to the Commitment or such Term Loans,
as the case may be, retained by it hereunder (if requested). Such new Notes
shall be dated the Closing Date and shall otherwise be in the form of the Notes
replaced thereby.

(f) The Lenders agree that they will use reasonable efforts
to protect the confidentiality of any confidential information concerning
Holdings, the Company and its Subsidiaries and Affiliates. Notwithstanding the
foregoing, the Company authorizes each Lender to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee or to any Person
who is required to approve, structure or administer the Loans on behalf of a
Lender any and all information in such Lender's possession concerning Holdings,
the Company and its Subsidiaries which has been delivered to such Lender by or
on behalf of Holdings or the Company pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of Holdings, or the Company in
connection with such Lender's credit evaluation of Holdings, the Company and
its Subsidiaries and Affiliates prior to becoming a party to this Agreement;
provided that each Lender shall cause its respective prospective
<PAGE> 92
87

Transferees and such other Persons to agree in writing to protect the
confidentiality of any confidential information concerning Holdings, the
Company and its Subsidiaries.

(g) If, pursuant to this subsection 11.6, any interest in
this Agreement or any Note is transferred to any Transferee which is organized
under the laws of any jurisdiction other than the United States or any State
thereof, the transferor Lender shall cause such Transferee, concurrently with
the effectiveness of such transfer either (1) in the case of a Transferee that
is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) to
represent to the transferor Lender (for the benefit of the transferor Lender,
the Administrative Agent and the Company) that under applicable law and
treaties no taxes will be required to be withheld by the Administrative Agent,
the Company or the transferor Lender with respect to any payments to be made to
such Transferee in respect of the Loans or L/C Participating Interests, (ii) to
furnish to the transferor Lender (and, in the case of any Transferee registered
in the Register, the Administrative Agent and the Company) either U.S. Internal
Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein
such Transferee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder) and (iii) to agree (for the
benefit of the transferor Lender, the Administrative Agent and the Company) to
provide the transferor Lender (and, in the case of any Transferee registered in
the Register, the Administrative Agent and the Company) a new Form 4224 or Form
1001 upon the expiration or obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws and regulations
and amendments duly executed and completed by such Transferee, and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding tax exemption or (2) in the case of any Transferee that is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) to
represent to the transferor Lender (for the benefit of the transferor Lender,
the Administrative Agent and the Company) that it is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (ii) to furnish to the transferor
Lender (and, in the case of any Transferee registered in the Register, to the
Company), with a copy to the Administrative Agent, (A) a Subsection 4.11(d)(2)
Certificate and (B) two (2) accurate and complete original signed copies of
Internal Revenue Service form W-8, certifying to such Transferee's legal
entitlement on the date of the effectiveness of such transfer to an exemption
from U.S. withholding tax under the provisions of Section 881(c) of the Code
with respect to all payments to be made under this Agreement, and (iii) to
agree (for the benefit of the transferor Lender, the Administrative Agent and
the Company), to the extent legally entitled to do so, upon reasonable request
by the transferor Lender (or, in the case of any Transferee registered in the
Register, the Administrative Agent or the Company), to provide to the
transferor Lender, the Administrative Agent and the Company such other forms as
may be required in order to establish the legal entitlement of such Transferee
to an exemption from withholding tax with respect to payments under this
Agreement.

(h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.
<PAGE> 93
88

11.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of any of its
Loans or L/C Participating Interests, as the case may be, or interest thereon,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in clause (f) of Section 9, or otherwise) in a greater proportion
than any such payment to and collateral received by any other Lender, if any,
in respect of such other Lender's Loans or L/C Participating Interests, as the
case may be, or interest thereon, such benefitted Lender shall purchase for
cash from the other Lenders such portion of each such other Lender's Loans or
L/C Participating Interests, as the case may be, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. The Company agrees that each Lender so
purchasing a portion of another Lender's Loans and/or L/C Participating
Interests may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Lender were
the direct holder of such portion. The Administrative Agent shall promptly
give the Company notice of any set-off, provided that the failure to give such
notice shall not affect the validity of such set-off.

(b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Company, any such notice being expressly waived by the Company to the extent
permitted by applicable law, upon the filing of a petition under any of the
provisions of the federal bankruptcy code or amendments thereto, by or against;
the making of an assignment for the benefit of creditors by; the application
for the appointment, or the appointment, of any receiver of, or of any
substantial portion of the property of; the issuance of any execution against
any substantial portion of the property of; the issuance of a subpoena or
order, in supplementary proceedings, against or with respect to any substantial
portion of the property of; or the issuance of a warrant of attachment against
any substantial portion of the property of; the Company to set-off and apply
against any indebtedness, whether matured or unmatured, of the Company to such
Lender, any amount owing from such Lender to the Company, at or at any time
after, the happening of any of the above mentioned events, and as security for
such indebtedness, the Company hereby grants to each Lender a continuing
security interest in any and all deposits, accounts or moneys of the Company
then or thereafter maintained with such Lender, subject in each case to
subsection 11.7(a) of this Agreement. The aforesaid right of set-off may be
exercised by such Lender against the Company or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver or execution, judgment or attachment creditor of the Company, or
against anyone else claiming through or against the Company or such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender
prior to the making, filing or issuance, or service upon such Lender of, or of
notice of, any such petition; assignment for the benefit of creditors;
appointment or application for the appointment of a receiver; or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify
the Company and the Administrative Agent after any such set-off and application
made by such Lender,
<PAGE> 94
89

provided that the failure to give such notice shall not affect the validity of
such set-off and application.

11.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Company and the Administrative Agent.
This Agreement shall become effective with respect to the Company, the
Administrative Agent and the Lenders when the Administrative Agent shall have
received copies of this Agreement executed by the Company and the Lenders, or,
in the case of any Lender, shall have received telephonic confirmation from
such Lender stating that such Lender has executed counterparts of this
Agreement or the signature pages hereto and sent the same to the Administrative
Agent.

11.9 Governing Law; No Third Party Rights. This Agreement
and the Notes and the rights and obligations of the parties under this
Agreement and the Notes shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York. This Agreement is solely
for the benefit of the parties hereto and their respective successors and
assigns, and, except as set forth in subsection 11.6, no other Persons shall
have any right, benefit, priority or interest under, or because of the
existence of, this Agreement.

11.10 Submission to Jurisdiction; Waivers. (a) Each party
to this Agreement hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal
action or proceeding relating to this Agreement or any of the other
Credit Documents, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts
from any thereof;

(ii) consents that any such action or proceeding may be
brought in such courts, and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to such party at its address set forth in subsection 11.2 or
at such other address of which the Administrative Agent shall have
been notified pursuant thereto; and

(iv) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction.
<PAGE> 95
90

(b) Each party hereto unconditionally waives trial by jury in
any legal action or proceeding referred to in paragraph (a) above and any
counterclaim therein.

11.11 Releases. The Administrative Agent and the Lenders
agree to cooperate with the Company and its Subsidiaries with respect to any
sale or other disposition permitted by subsection 8.5 and promptly take such
action and execute and deliver such instruments and documents necessary to
release the liens and security interests created by the Security Documents
relating to any of the assets or property affected by any such sale permitted
by subsection 8.5 including, without limitation, any Uniform Commercial Code
amendment, release or termination or partial release or termination statements.

11.12 Interest. Each provision in this Agreement and each
other Credit Document is expressly limited so that in no event whatsoever shall
the amount paid, or otherwise agreed to be paid, by the Company for the use,
forbearance or detention of the money to be loaned under this Agreement or any
other Credit Document or otherwise (including any sums paid as required by any
covenant or obligation contained herein or in any other Credit Document which
is for the use, forbearance or detention of such money), exceed that amount of
money which would cause the effective rate of interest to exceed the highest
lawful rate permitted by applicable law (the "Highest Lawful Rate"), and all
amounts owed under this Agreement and each other Credit Document shall be held
to be subject to reduction to the effect that such amounts so paid or agreed to
be paid which are for the use, forbearance or detention of money under this
Agreement or such Credit Document shall in no event exceed that amount of money
which would cause the effective rate of interest to exceed the Highest Lawful
Rate. Notwithstanding any provision in this Agreement or any other Credit
Document to the contrary, if the maturity of the Loans or the obligations in
respect of the other Credit Documents are accelerated for any reason, or in the
event of any prepayment of all or any portion of the Loans or the obligations
in respect of the other Credit Documents by the Company or in any other event,
earned interest on the Loans and such other obligations of the Company may
never exceed the Highest Lawful Rate, and any unearned interest otherwise
payable on the Loans or the obligations in respect of the other Credit
Documents that is in excess of the Highest Lawful Rate shall be cancelled
automatically as of the date of such acceleration or prepayment or other such
event and (if theretofore paid) shall, at the option of the holder of the Loans
or such other obligations, be either refunded to the Company or credited on the
principal of the Loans. In determining whether or not the interest paid or
payable, under any specific contingency, exceeds the Highest Lawful Rate, the
Company and the Lenders shall, to the maximum extent permitted by applicable
law, amortize, prorate, allocate and spread, in equal parts during the period
of the actual term of this Agreement, all interest at any time contracted for,
charged, received or reserved in connection with this Agreement.

11.13 Special Indemnification. Notwithstanding any provision
in this Agreement to the contrary, (A) each Lender, or Transferee of any Lender
pursuant to subsection 11.6(g) of this Agreement, shall indemnify the Company
and the Administrative Agent, and hold each of them harmless against any and
all payments, expenses or taxes which the Company or the Administrative Agent
may become subject to or obligated to pay if and to the extent that, (i) on the
Closing Date or the effective date of transfer, as the case may be, such
Lender, or such Transferee of a Lender pursuant to subsection 11.6(g) of this
<PAGE> 96
91

Agreement, (a) makes the representation and covenants set forth in subsection
4.11(d)(2) of this Agreement, or, in the case of a Transferee, pursuant to
subsection 11.6(g)(2) of this Agreement and the Assignment and Acceptance and
(b) is not in fact also qualified to make the representation and covenants set
forth in subsection 4.11(d)(1) of this Agreement or, in the case of a
Transferee, pursuant to subsection 11.6(g)(1) of this Agreement and the
Assignment and Acceptance and (ii) as a result of any Change in Law or
compliance by such Lender, or Transferee, with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority the Company or the Administrative Agent are required to
make any additional payments on account of U.S. withholding taxes and amounts
related thereto with respect to any payments under this Agreement, any Note, or
a Eurodollar Loan, made prior to such Change in Law or request or directive,
none of which payments would have been required if such Lender, or Transferee,
was qualified on the Closing Date or the date of the transfer, as the case may
be, to make the representation and covenants set forth in subsection 4.11(d)(1)
of this Agreement or pursuant to subsection 11.6(g)(1) of this Agreement and
the Assignment and Acceptance, as the case may be, and (B) each Lender, or
Transferee, agrees that to the extent any amount payable by such Lender or
Transferee pursuant to this subsection 11.13 remains unpaid on any Interest
Payment Date or the date on which any prepayment is made, the Company shall
have the right to set-off against any payment due to such Lender or Transferee
on such date any amounts owing to the Company pursuant to this subsection
11.13.

11.14 Permitted Payments and Transactions. Notwithstanding
any provision to the contrary contained in this Agreement, the Company and its
Subsidiaries shall be permitted to pay fees and expenses pursuant to or in
respect of, the following agreements, and, in the case of clauses (a) and (d)
below, to engage in the following transactions: (a)(i) the Management Advisory,
Strategic Planning and Consulting Services Agreement between Investcorp
International, Inc. and the Company, (ii) the Stock Purchase Agreement and the
exhibits and schedules thereto, (iii) the Real Estate Financing Agreement, (iv)
Indebtedness payable to Transatlantic Finance, Ltd. in the aggregate amount of
$16.5 million, (v) payments made under the equity participation program
resulting from the Acquisition and Financings, (vi) the Equity Placement Fee
Agreement between Holdings and Investcorp Bank E.C., and (vii) the Acquisition
Fee Agreement between Holdings and TG Investments, Ltd., (b) agreements with
any Person or Persons providing for the payment of customary fees in connection
with serving as a director of the Company or any Subsidiary of the Company; (c)
agreements providing for the payment of commercially reasonable fees in
connection with any permitted financing, refinancing, sale, transfer, sale and
leaseback or other permitted disposition of any stock or assets of the Company
or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and
upon the terms and conditions, the same is expressly permitted under subsection
8.1; and (e) agreements providing for commercially reasonable fees in
connection with any permitted purchase or acquisition of assets by the Company
or any of its Subsidiaries.
<PAGE> 97
92

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered in New York, New York by their
proper and duly authorized officers as of the day and year first above written.

CSK AUTO, INC.

By: -----------------------------------
Title:

THE CHASE MANHATTAN BANK,
as Administrative Agent, Issuing Lender
and a Lender

By: -----------------------------------
Title:

LEHMAN COMMERCIAL PAPER INC.,
as Documentation Agent and a Lender

By: -----------------------------------
Title: Authorized Signatory
<PAGE> 98
ANNEX A

PRICING GRID

<TABLE>
<CAPTION>
Revolving
Credit Loans Term Loans
----------------------------------- -----------------------------------
Leverage Alternate Base Eurodollar Rate Alternate Base Eurodollar Rate Commitment Fee
Ratio Rate Loans Loans Rate Loans Loans Rate
-------- -------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
>4.5 to 1 1.25% 2.25% 1.50% 2.50% .50%

< or = 4.5 1.00% 2.00% 1.25% 2.25% .50%
to 1
< or = 4.0 .75% 1.75% 1.00% 2.00% .375%
to 1

< or = 3.5 .50% 1.50% .75% 1.75% .375%
to 1

< or = 3.0 .25% 1.25% .75% 1.75% .30%
to 1
</TABLE>

Changes in the Applicable Margin or the Commitment Fee Rate resulting from
changes in the Leverage Ratio shall become effective on the date (the
"Adjustment Date") on which financial statements are delivered to the Lenders
pursuant to subsection 7.1(a) or (b) (but in any event not later than the 45th
day after the end of each of the first three quarterly periods of each fiscal
year or the 90th day after the end of each fiscal year, as the case may be) and
(b) and shall remain in effect until the next change to be effected pursuant to
this paragraph. If any financial statements referred to above are not
delivered within the time periods specified in subsection 7.1, then, until such
financial statements are delivered, the Leverage Ratio shall be deemed to be
the same as with respect to the immediately preceding period; provided,
however, that if such financial statements, when actually delivered, would have
required an increase in the Applicable Margin or Commitment Fee Rate over the
Applicable Margin or Commitment Fee Rate, as the case may be, in effect
immediately prior to the date such financial statements were due, the Company
shall promptly pay to the Lenders and the Administrative Agent any additional
amounts of interest or fees which would have been payable on any previous
Interest Payment Date had such higher Applicable Margin or Commitment Fee Rate,
as the case may be, been in effect from the date such financial statements were
required to be delivered.
<PAGE> 99
SCHEDULE I

LIST OF ADDRESSES FOR NOTICES;
COMMITMENT AMOUNTS

THE CHASE MANHATTAN BANK

270 Park Avenue
New York, New York 10017
Attn: Neil Boylan
Telecopy: (212) 972-0009

Commitment Amounts:
------------------
Revolving Credit Commitment $21,000,000.00
Term Loan Commitment $4,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 16.80%
Term Loan 2.35%

LEHMAN COMMERCIAL PAPER INC.

3 World Financial Center
New York, New York 10285
Attn: Michele Swanson
Telecopy: (212) 528-0819

Commitment Amount:
-----------------
Revolving Credit Commitment $4,250,000.00
Term Loan Commitment $4,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 3.40%
Term Loan 2.35%

LEHMAN SYNDICATED LOANS INC.

3 World Financial Center
New York, New York 10285
Attn: Michele Swanson
Telecopy: (212) 528-0819
<PAGE> 100
2

Commitment Amount:
-----------------
Revolving Credit Commitment $15,250,000.00
Term Loan Commitment $0.00

Commitment Percentage:
---------------------
Revolving Credit 12.00%
Term Loan 0.00%

FLEET NATIONAL BANK

1 Federal Street
Boston, MA 02210
Attn: Glen Kewley
Telecopy: (617) 346-5093

Commitment Amounts:
------------------
Revolving Credit Commitment $13,500,000.00
Term Loan Commitment $9,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 10.80%
Term Loan 5.20%

DLJ CAPITAL FUNDING, INC.

277 Park Avenue, 9th Floor
New York, NY 10172
Attn: Tom Hendrick
Telecopy: (212) 892-5286

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $10,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 5.88%
<PAGE> 101
3

NATIONAL BANK OF CANADA, A CANADIAN CHARTERED BANK,
NEW YORK BRANCH

125 W. 55th St.
New York, NY 10019-5366
Attn: Thomas H. Hopkins
Telecopy: (212) 629-3810

Commitment Amounts:
------------------
Revolving Credit Commitment $12,000,000.00
Term Loan Commitment $0.00

Commitment Percentage:
---------------------
Revolving Credit 9.60%
Term Loan 0.00%

BANKBOSTON

Diversified Finance
100 Federal St.
Boston, MA 02110
Attn: Peter van der Horst
Telecopy: (617) 434-4929

Commitment Amounts:
------------------
Revolving Credit Commitment $13,500,000.00
Term Loan Commitment $9,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 10.80%
Term Loan 5.20%

NATIONAL WESTMINSTER BANK, PLC

660 Madison Avenue 17th Floor
New York, NY 10021
Attn: Field Smith
Telecopy: (212) 418-4525

Commitment Amounts:
------------------
Revolving Credit Commitment $10,000,000.00
Term Loan Commitment $12,000,000.00
<PAGE> 102
4

Commitment Percentage:
---------------------
Revolving Credit 8.00%
Term Loan 7.06%

PAMCO CAYMAN LTD*

1150 Two Galleria Tower
13455 Noel Rd. LB #45
Dallas, TX 75240
Attn: Mark Okada
Telecopy: (972) 233-4343

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.94%

ML CBO IV (CAYMAN) LTD.*

1150 Two Galleria Tower
13455 Noel Rd. LB #45
Dallas, TX 75240
Attn: Mark Okada
Telecopy: (972) 233-4343

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $10,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 5.85%

- ----------------------
* Organization to take by assignment post-closing.
<PAGE> 103
5

PRIME INCOME TRUST

Two World Trade Center, 72nd Floor
New York, NY 10048
Attn: Louis Pistecchia
Telecopy: (212) 392-5345

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $20,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 11.74%

WELLS FARGO BANK, N.A.

555 Montgomery St., 17th Floor
San Francisco, CA 94111
Attn: Kathleen Weiss
Telecopy: (415) 362-5081

Commitment Amounts:
------------------
Revolving Credit Commitment $13,500,000.00
Term Loan Commitment $9,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 10.80%
Term Loan 5.20%

FIRST UNION NATIONAL BANK

301 South College Street
Charlotte, NC 28288
Attn: George Woolsey
Telecopy: (704) 374-3300

Commitment Amounts:
------------------
Revolving Credit Commitment $10,000,000.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 9.60%
Term Loan 2.94%
<PAGE> 104
6

THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED

165 Broadway, 48th Floor
New York, NY 10006
Attn: Koji Sasayama
Telecopy: (212) 335-4524

Commitment Amounts:
------------------
Revolving Credit Commitment $10,000,000.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 8.00%
Term Loan 2.94%

BANK POLSKA KASA OPIEKI S.A. GROUP PEKAO

470 Park Avenue South (15th Floor)
New York, NY 10016
Attn: William Shea
Telecopy: (212) 679-5910

Commitment Amounts:
------------------
Revolving Credit Commitment $2,000,000.00
Term Loan Commitment $3,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 1.60%
Term Loan 1.76%

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

800 Scudders Mill Road
Plainsboro, NJ 08536
Attn: Anne McCarthy
Telecopy: (609) 282-2756

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $10,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 5.88%
<PAGE> 105
7

MERRILL LYNCH PRIME RATE PORTFOLIO*

800 Scudders Mill Road
Plainsboro, NJ 08536
Attn: Anne McCarthy
Telecopy: (609) 282-2756

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.94%

MERRILL LYNCH DEBT STRATEGIES PORTFOLIO*

800 Scudders Mill Road
Plainsboro, NJ 08536
Attn: Anne McCarthy
Telecopy: (609) 282-2756

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.94%

SENIOR DEBT PORTFOLIO*

Eaton Vance Management Inc.
Boston, MA 02110
Attn: Scott Page
Telecopy: (617) 695-9594

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $15,000,000.00

- ----------------------
* Organization to take by assignment post-closing.
<PAGE> 106
8

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 8.90%

KZH HOLDING CORPORATION III

Chancellor LGT Asset Management
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Attn: Chris Jansen
Telecopy: 212-278-9619

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $3,500,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.06%

AMARA-1 FINANCE LTD.*

Chancellor LGT Asset Management
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Attn: Chris Jansen
Telecopy: 212-278-9619

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $2,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 1.12%

- ----------------------
* Organization to take by assignment post-closing.
<PAGE> 107
9

CERES FINANCE LTD.*

Chancellor LGT Asset Management
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Attn: Chris Jansen
Telecopy: 212-278-9619

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $4,500,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.65%

VAN KAMPEN CLO I, LIMITED*

Van Kampen American Capital (Oakbrook)
One Parkview Plaza, 5th Floor
Oakbrook Terrace, IL 60181
Attn: Jeffrey Maillet
Telecopy: 630-684-6740

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $15,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 8.90%

CRESCENT/MACH I PARTNERS, L.P.

Trust Company of the West
200 Park Avenue, Suite 2200
New York, NY 10166
Attn: Justin Driscoll
Telecopy: (212) 297-4159

- ----------------------
* Organization to take by assignment post-closing.
<PAGE> 108
10

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.94%

[FUND NAME]*

Trust Company of the West
200 Park Avenue, Suite 2200
New York, NY 10166
Attn: Justin Driscoll
Telecopy: (212) 297-4159

Commitment Amounts:
------------------
Revolving Credit Commitment $0.00
Term Loan Commitment $5,000,000.00

Commitment Percentage:
---------------------
Revolving Credit 0.00%
Term Loan 2.94%

- ----------------------
* Organization to take by assignment post-closing.

<PAGE> 1
EXHIBIT 10.19
CSK GROUP, LTD.
SENIOR EXECUTIVE STOCK LOAN PLAN

1. Purpose. The CSK Group, Ltd. Senior Executive Stock Loan Plan
(the "Plan") has been established by CSK Group, Ltd. (the "Company") to secure
for the Company and its shareholders the benefits arising from capital
ownership, and thereby entrepreneurial risk, by those senior executive officers
of the Company and its subsidiaries who are and will be responsible for the
future growth and continued success of the Company and its subsidiaries. The
Plan will provide a means whereby such individuals, pursuant to loans made
under the Plan, may acquire up to an aggregate of ______ shares of the
Company's Class B Common Stock, par value $0.01 per share ("Class B Stock").

2. Administration. Except as set forth in Section 3 below, the
authority to manage and control the operation and administration of the Plan
shall be vested in the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board"). Any interpretation of the Plan by the
Committee and any decision made by the Committee on any matter within its
discretion is final and binding on all persons. No member of the Committee
shall be liable for any action or determination made with respect to the Plan.

3. Participation. The Chief Executive Officer of the Company,
with the concurrence of the Committee, shall determine and designate from among
the senior executive officers of the Company and its subsidiaries (including
employees who are also directors), the officers who will participate in the
Plan ("Participants").

4. Purchase Loans. The Company shall make a loan (a "Loan") to
each Participant in an amount up to one hundred percent (100%) of the purchase
price of shares of Class B Stock purchased from the Company utilizing funds
borrowed hereunder (collectively the "Purchased Shares") subject to the
following:

(a) Each Loan shall be evidenced by a promissory note
(the "Note") in such form as the Committee shall approve; provided,
that the note shall (i) provide full recourse to the Participant, (ii)
provide for interest at a rate for each fiscal quarter or part thereof
equal to the average rate paid by CSK Auto, Inc. under the revolving
portion of its Senior Credit Facility during such period, (iii) be
secured by a Pledge Agreement (described in subsection 5.1), and (iv)
comply with all applicable laws, regulations and rules of the Board of
Governors of the Federal Reserve System and any other governmental
agency having jurisdiction.

(b) Subject to the prepayment provisions of subsection
5.2 and the acceleration provisions set forth in paragraphs (c) and
(d) below, each Loan shall mature no later than six (6) years after it
is made (the "Maturity Date"), at which time all unpaid principal and
interest shall be payable.
<PAGE> 2
(c) The principal and interest outstanding under a Loan
of a Participant who retires on or after age 65 or whose employment
with the Company and its affiliates terminates by reason of his death
or Disability (as defined below) or is terminated for a reason other
than Cause (as defined below) will not become due and payable until
the Maturity Date of the Loan. All principal and interest outstanding
under a Loan with respect to any other Participant will automatically
become due and payable on the date the Participant's employment with
the Company and its affiliates terminates. "Disability" means, unless
otherwise defined in the Participant's Employment Agreement, a
determination by the Committee in its sole discretion that a
Participant has become "disabled" within the meaning of the Company's
long-term disability plan as in effect at the time. "Cause,"unless
otherwise defined in the Participant's Employment Agreement, will have
the meaning given to such term in the Stock Purchase Agreement (as
hereinafter defined) pursuant to which the Purchased Shares are
acquired.

(d) The Company has the right to accelerate the principal
and interest due under the Loan if any of the following events occurs:
(i) the Participant defaults in the payment of any amount due under
the Loan and the default remains uncured for a period of ten (10) days
after the date the Company gives the Participant notice of the
default, (ii) the Participant defaults under or breaches any other
covenant, representation or warranty under the Note, the Pledge
Agreement or any other agreement under the Plan and the default or
breach remains uncured for a period of thirty (30) days after the date
the Company gives the Participant notice of his default or breach,
(iii) the Participant applies for or consents to the appointment of a
receiver, trustee, custodian or liquidator of any of his property,
admits in writing his inability to pay his debts as they mature, makes
a general assignment as a bankrupt or insolvent or is the subject of
an order for relief under the United States Bankruptcy Code or files a
voluntary petition in bankruptcy or a petition or answer seeking an
arrangement with creditors to take advantage of any bankruptcy,
insolvency, readjustment or debt or liquidation law or statute, or an
answer admitting the material allegations of a petition filed against
him in any proceeding under any such law, or (iv) any court of
competent jurisdiction enters an order, judgment or decree, without
the application, approval or consent of the Participant, approving a
petition appointing a receiver, trustee, custodian or liquidator of
all or a substantial part of the assets of the Participant, and such
order, judgment or decree continues unstayed and in effect for a
period of thirty (30) days.

(e) If a Participant fails to make any payment required
under the Participant's Loan when due, the Company may foreclose on
the Pledged Property (as defined in subsection 5.1) and may otherwise
enforce its rights under the Plan and any Note or other agreement
entered into under the Plan.

5. Pledge of Shares.

5.1 Pledge Agreement. Each Participant shall enter into
an agreement with the Company in such form as the Committee shall
approve (the "Pledge Agreement") to pledge to the Company all of the
Purchased Shares, any non-cash dividends or distributions payable with
respect to such shares and any securities or other property

2
<PAGE> 3
(other than cash) payable in respect of or in exchange for such shares
pursuant to any merger, reorganization, consolidation,
recapitalization, exchange offer or other similar corporate
transaction and all proceeds thereof (collectively, the "Pledged
Property") to secure repayment of the Loan. Notwithstanding the
foregoing, in the event that the Committee determines that a
Participant would recognize a net increase in taxable income from the
receipt of any such dividends or distributions, the Committee may in
its discretion permit the Participant to retain a portion of the
dividends or distributions so as to be able to pay all or part of his
related increase in taxes.

(a) Certificates representing shares of stock that
consist of Pledged Property shall bear the following legend in
addition to any other legends that the Company may deem appropriate:

THIS CERTIFICATE AND THE SHARES OF STOCK AND ALL RIGHTS HEREBY
REPRESENTED ARE SUBJECT TO THE TERMS, CONDITIONS AND
RESTRICTIONS SET FORTH IN THE CSK GROUP, LTD. SENIOR
EXECUTIVE STOCK LOAN PLAN AND ANY AGREEMENT UNDER THAT PLAN
AND THE PLEDGE AGREEMENT BETWEEN THE OWNER OF SUCH SHARES AND
CSK GROUP, LTD. AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PLAN AND
AGREEMENTS, COPIES OF WHICH ARE ON FILE AT THE OFFICES OF CSK
GROUP, LTD.

(b) Any cash otherwise receivable by the Participant upon
an exchange or conversion of Pledged Property shall instead be paid
directly to the Company and applied to reduce the outstanding Loan
balance (with accrued but unpaid interest being reduced first). Any
cash in excess of that applied against the outstanding Loan balance
shall be paid to the Participant.

5.2. Prepayments of Loan and Releases from Pledge.

(a) A Participant may make voluntary prepayments on the
Loan at any time without penalty in such minimum amounts as the
Committee may determine, which shall be applied first to accrued but
unpaid interest, and then to principal.

(b) In the event that any cash dividend or distribution
is paid by the Company with respect to any Pledged Property relating
to the Loan, the Participant shall make a mandatory prepayment with
respect to the Loan equal to the amount of such dividend or
distribution, which shall be applied first to accrued but unpaid
interest under the Loan, then to principal. Notwithstanding the
foregoing, in the event that the Committee determines that a
Participant would recognize a net increase in taxable income from the
receipt of any such dividends or distributions after giving effect to
any deduction for the related payment under the Loan, the Committee
may in its discretion permit the

3
<PAGE> 4
Participant to retain a portion of the dividends or distributions so
as to be able to pay all or part of his related increase in taxes.

(c) In the event that the Participant at any time desires
to obtain a release of all or part of any Pledged Property securing
the Loan, as a condition to the release, the Participant shall make
arrangements satisfactory to the Company (i) if the released Purchased
Shares are to be sold contemporaneously with their release, for the
payment directly to the Company by the purchaser of such released
Purchased Shares of all proceeds from the sale of such Shares which
would otherwise be payable to the Participant (such proceeds to be
applied first to accrued but unpaid interest under the Loan, then to
principal, with any proceeds in excess of such amounts being paid by
the Company to the Participant), or (ii) in all circumstances other
than those in (i) above, for the payment by the Participant of all
unpaid amounts outstanding under the Loan, the promissory note
evidencing such Loan and the Pledge Agreement.

(d) If at any time the purchase price of a Participant's
Purchased Shares is greater than the purchase price of all other
shares of Class B Stock purchased from the Company by the Participant
other than pursuant to stock option or other similar plans (the
"Target Amount"), the Participant, beginning with the Participant's
annual bonus earned with respect to the Company's 1998 fiscal year,
will make mandatory annual prepayments with respect to the Loan equal
to fifty percent (50%) (or such lesser percentage as is required to
satisfy the test set forth in the proviso below) of Participant's
annual bonus (after deduction of applicable state and federal income
taxes) from the Company or any of its subsidiaries; provided that such
payments shall cease once the outstanding principal balance of this
Note is reduced to an amount equal to the Target Amount.

6. Restrictions on Purchased Shares. All Purchased Shares shall
be purchased pursuant to and be subject to all the terms of (including, without
limitation, the restrictions on transfer) the Stock Purchase Argument between
the Company and the Participant governing the Participant's purchase of such
Shares (the "Stock Purchase Agreement"). In addition, except as provided in
the Pledge Agreement in the case of an Event of Default as defined therein,
from the date of the purchase of the Purchased Shares until the principal of
the Loan and all unpaid interest thereon is repaid in full (the "Restricted
Period"):

(a) Purchased Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant;

(b) the certificate representing such shares shall be
registered in the name of the Participant and shall be deposited with
the Company, together with a stock power (in such form as the Company
may determine); and

(c) the Participant shall be treated as a stockholder
with respect to the Purchased Shares, including the right to vote such
shares.

7. Transfers at Termination of Restricted Period. At the end of
the Restricted Period with respect to Purchased Shares, the certificate
representing such shares shall be transferred to

4
<PAGE> 5
the Participant (or the Participant's legal representative or heir) free of all
restrictions under this Agreement, but subject to any restrictions under the
Stock Purchase Agreement.

8. General.

8.1. Effective Date and Duration. The Plan will become
effective upon its approval by the Company's Board of Directors.

8.2. Agreements Evidencing Participation. At the time of
a Participant's designation as a Participant, the Committee may require a
Participant to enter into one or more agreements with the Company in a form
specified by the Committee agreeing to the terms and conditions of the Plan and
to such additional terms and conditions, not inconsistent with the Plan, as the
Committee may in its discretion prescribe.

8.3. Nontransferability. No right provided under the Plan
to any Participant may be transferred pledged or assigned by the Participant
(except, in the event of the Participant's death, by will or the laws of
descent and distribution), and the Company shall not be required to recognize
any attempted assignment of such rights by any Participant.

8.4. Compliance with Applicable Law and Withholding. The
Company shall have the right to require a Participant to pay to the Company the
amount of any taxes that are required to be withheld with respect to a
Participant's participation in the Plan. To the extent permitted by the
Committee, a Participant may elect to have any distribution otherwise required
to be made under the Plan withheld to fulfill any tax withholding obligation.

8.5. No Employment Rights. The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
Participant the right to be retained in the employ of the Company or an
affiliate or the right to continue as a director of the Company or any right or
claim to any benefit under the Plan unless such right or claim has specifically
accrued under the terms of the Plan or the terms of any award under the Plan.

8.6. Governing Law. The Plan and all determinations made
and actions taken thereunder, to the extent not otherwise governed by the laws
of the United States, shall be governed by the internal laws of the State of
Delaware and construed accordingly.

<PAGE> 1
EXHIBIT 10.20

FORM OF
STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of November
1, 1996 (the "Effective Date") between CSK Group, Ltd., a Delaware corporation
(the "Company"), and ____________ ("Buyer").

R E C I T A L S

A. Buyer is an employee of CSK Auto, Inc., an Arizona corporation
and a wholly-owned subsidiary of the Company ("CSK"), and desires to acquire an
equity interest in the Company.

B. The Company is willing to sell to Buyer shares of Class B
Stock, $0.01 par value, of the Company ("Class B Stock") subject to the terms
and conditions of this Agreement.

AGREEMENTS

1. Definitions. Capitalized terms used herein shall have the
following meanings:

"Act" means the Securities Act of 1933, as amended.

"Acquiror" is defined in Section 7(b).

"Agreement" means this Stock Purchase Agreement.

"Approved Sale" means a transaction or a series of related
transactions with an acquiror which had not previously been directly or
indirectly a shareholder of the Company (other than, if the Approved Sale
occurs after an Initial Public Offering, as a result of the acquiror becoming a
shareholder of the Company by purchasing shares in the public market) which
results in a bona fide, unaffiliated change of beneficial ownership of (i) 80%
of the Company's or CSK's common equity securities not owned by such acquiror
or (ii) all or substantially all of either of their assets, whether pursuant to
the sale of the stock or assets of the Company or CSK, or a merger or
consolidation involving the Company or CSK.

"Buyer" is defined in the preamble.

"CSK" is defined in recital A.

"Cause," when used in connection with the termination of
employment of Buyer, has the meaning set forth in the employment agreement
between CSK and Buyer, or if there is no such employment agreement, means (i)
the conviction for the commission of, or a plea of guilty or nolo contendere
made by Buyer in response to a charge involving, a felony or a crime involving
moral turpitude, (ii) the embezzlement or misappropriation of funds or property
of the Company or any Subsidiary, (iii) the continued use of alcohol or drugs
to an extent which interferes with the performance by Buyer of his or her
employment responsibilities, (iv) the intentional, unauthorized disclosure of
proprietary information or confidential records of the Company or any
Subsidiary or

STOCK PURCHASE AGREEMENT

1
<PAGE> 2
(v) the willful failure or refusal to perform those duties reasonably assigned
or delegated to Buyer by the Board of Directors of CSK which failure or refusal
continues following (A) such Board of Directors giving Buyer written notice
setting forth the facts or events constituting such failure or refusal, and (B)
a reasonable opportunity to correct the deficiencies or other problems
specified in such notice to the reasonable satisfaction of such Board.

"Certificate of Incorporation" means the Certificate of
Incorporation of the Company setting forth the rights, preferences and
privileges of and restrictions on the Class B Stock.

"Class B Stock" is defined in recital B.

"Closing Date" means October 30, 1996.

"Company" is defined in the preamble.

"Cost" equals $205.88 per Share, subject to adjustment pursuant
to Section 13.

"Disability" has the meaning set forth in the employment
agreement between CSK and Buyer or, if there is no such employment agreement,
means the failure by Buyer to render full-time employment services to CSK for
an aggregate of ninety (90) days in any continuous period of six (6) months on
account of physical or mental disability.

"Effective Date" is defined in the preamble.

"Endorsed Certificate" is defined in Section 4(a).

"Fair Market Value" means the value of a Share, as of the
Termination Date, determined pursuant to Section 4(c).

"Fiscal Year" means the fiscal year of the Company.

"Good Reason" when used in connection with the termination of
employment of Buyer, has the meaning set forth in the employment agreement
between CSK and Buyer, or if there is no such employment agreement, shall exist
if (i) CSK shall have effected a significant adverse change to the employment
responsibilities or authority of Buyer, or (ii) CSK shall fail to pay to Buyer
any portion of his compensation when due; provided that Good Reason shall not
exist unless Buyer shall have first provided CSK and its Board of Directors
with written notice of the event identified in clauses (i) or (ii) above and
CSK shall have failed to remedy or cure such event within fifteen (15) days
following receipt of such notice.

"Initial Public Offering" means the sale of any of the common
equity securities of the Company pursuant to a registration statement that has
been declared effective under the Act, if, following such sale, (i) the Company
is or continues to be a reporting company under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and (ii) such common equity
securities are traded on the New York Stock Exchange or the American Stock

STOCK PURCHASE AGREEMENT

2
<PAGE> 3
Exchange, or are quoted on the NASDAQ National Market System, or are traded or
quoted on any other national stock exchange or national securities system.

"Initial Stockholders" means the stockholders of the Company as
of the Closing Date and any transferees of such stockholders prior to an
Initial Public Offering or an Approved Sale.

"Moving Group" is defined in Section 7(a).

"Offeror" is defined in Section 7(c).

"Option Period" is defined in Section 7(c).

"Other Stockholders" is defined in Section 7(b).

"Permitted Transferees" means the Buyer's spouse, child,
estate, personal representative, heir or successor or a trust for the benefit
of Buyer, or the Buyer's spouse, child or heir.

"Proportionate Amount" is defined in Section 7(b).

"Purchaser" is defined in Section 7(a).

"Repurchase Period" is defined in Section 4(a).

"Retirement" has the meaning set forth in the employment
agreement between CSK and Buyer, or if there is no such employment agreement,
means Buyer's retirement from CSK in accordance with CSK's normal retirement
policy generally applicable to its salaried employees.

"Selling Stockholder" is defined in Section 7(a).

"Shares" is defined in Section 2.

"Stockholders' Agreement" means the agreement dated as of
October 30, 1996, among the Company and the Initial Stockholders.

"Subsidiary" means any joint venture, corporation, partnership
or other entity as to which the Company or CSK, whether directly or indirectly,
has more than 50% of the (i) voting rights or (ii) rights to capital or
profits.

"Termination Date" means the date on which Buyer ceases to be
employed by CSK for any reason.

"Third Party Offer" is defined in Section 7(c).

"Transferring Stockholder" is defined in Section 7(b).

STOCK PURCHASE AGREEMENT

3
<PAGE> 4
2. Purchase and Sale of Shares. The Company hereby sells and
delivers, and Buyer hereby purchases and receives, ___ shares of Class B Stock
of the Company (the "Shares") in consideration of the payment by Buyer to the
Company of $205.88 cash per Share, receipt of which is hereby acknowledged by
the Company.

3. Restrictions on Transfers of Shares. Subject to Sections 4, 6
and 7 hereof, the Shares shall not be transferable or transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
(a "Transfer"), except that Buyer may Transfer the Shares (i) following an IPO
pursuant to Rule 144 under the Act, (ii) in an Approved Sale, or (iii) to a
Permitted Transferee. This Agreement shall be binding on and enforceable
against any Permitted Transferee of the Shares. The stock certificates issued
to evidence Shares hereunder shall bear a legend referring to this Agreement
and the restrictions contained herein.

4. Repurchase of Shares.

(a) In the event that Buyer ceases to be employed by CSK
for any reason prior to an Initial Public Offering or an Approved Sale, the
Company, during the sixty (60) days following the Termination Date (the
"Repurchase Period"), shall have a one-time right to purchase all, but not less
than all, of the Shares. The purchase price for each Share shall equal Fair
Market Value, or, if the Buyer resigns without Good Reason prior to the third
anniversary of the Effective Date or is terminated for Cause at any time, the
purchase price shall equal the lower of Fair Market Value or Cost. If the
Company elects to purchase the Shares, it shall notify the Buyer at or before
the end of the Repurchase Period of such election and the purchase price shall
be paid in cash at a time set by the Company (the "Repurchase Date") within
thirty (30) days after the end of the Repurchase Period, provided that the
Buyer has presented to the Company a stock certificate evidencing the Shares
duly endorsed for transfer (the "Endorsed Certificate"). Notwithstanding the
Buyer's failure to deliver the Endorsed Certificate, the Shares represented
thereby shall be deemed to have been purchased upon (i) the payment by the
Company of the purchase price to the Buyer or his or her permitted transferee
or (ii) notice to the Buyer or such permitted transferee that the Company is
holding the purchase price for the account of the Buyer or such permitted
transferee, and upon such payment or notice the Buyer and such permitted
transferee will have no further rights in or to such Shares. If the Company
does not elect to purchase the Shares, the restrictions on transfer thereof
contained in Section 3 of this Agreement shall terminate and be of no further
force and effect following the Repurchase Period.

4
<PAGE> 5
(b) If the Termination Date occurs on or prior to the date
six months after the Effective Date, Fair Market Value will be equal to Cost,
plus interest for the period from the Closing Date until the Termination Date
calculated at the prime rate of interest in effect from time to time during
such period as reported in The Wall Street Journal. If the Termination Date
occurs subsequent to the date six months after the Effective Date, Fair Market
Value shall be determined in good faith by the Company's Board of Directors.
If the Board determination is challenged by Buyer, a mutually acceptable
investment banker or appraiser shall establish the Fair Market Value. The Fair
Market Value shall be based on an assumed sale of 100% of the outstanding
capital stock of the Company (without reduction for minority discount or lack
of liquidity of the Shares). The investment banker's or appraiser's
determination shall be conclusive and binding on the Company and Buyer. The
Company shall bear all costs incurred in connection with the services of such
investment banker or appraiser unless the Fair Market Value established by such
investment banker or appraiser is (i) less than or equal to 110% of the Board
of Directors' determination, in which case Buyer shall promptly pay or
reimburse the Company for such costs or (ii) greater than 110% but less than
130% of the Board of Directors' determination, in which case Buyer shall
promptly pay or reimburse the Company for 50% of such costs. If Buyer and the
Company cannot agree upon an investment banker or appraiser, they shall each
choose an investment banker or appraiser and those two shall choose a third
investment banker or appraiser who shall establish the Fair Market Value.

5. Qualifying Employment. Buyer shall not be considered to have
ceased to be employed by CSK for purposes of this Agreement if he or she
continues to be employed by a Subsidiary of CSK or by a company of which CSK is
a Subsidiary.

6. Registration Rights. Buyer shall be entitled to such
incidental registration rights with respect to the Shares as are set forth on
Exhibit A hereto.

7. Drag-Along and Tag-Along Rights and Rights of First Refusal.
Notwithstanding anything to the contrary contained herein, until Buyer is
notified in writing by the Company that all provisions of the Stockholders'
Agreement relating to the purchase and sale of the Company's securities (other
than in a public offering) have terminated, all Shares shall be subject to the
following restrictions and have the following rights:

(a) If, pursuant to the terms of the Stockholders'
Agreement in connection with an arm's-length sale to an unaffiliated third
party pursuant to a written offer to purchase at least all of the securities of
the Company held by the stockholders party to the Stockholders' Agreement,
certain of the stockholders party to the Stockholders' Agreement (the "Moving

STOCK PURCHASE AGREEMENT

5
<PAGE> 6
Group") have the right to require the other holders of securities bound by the
terms of the Stockholders' Agreement (the "Selling Stockholder") to sell all of
their equity securities of the Company either to the third party or to the
Moving Stockholders and/or the Company (the "Purchaser") for consideration per
share having at least the same value as the consideration proposed to be paid
by the third party, the Moving Group shall also have the right to require Buyer
to sell, and Buyer shall sell and deliver free and clear of all liens, claims
and encumbrances, all of Buyer's Shares in the same transaction to the
Purchaser; provided, however, that Buyer receives the same terms, including,
without limitation, the same consideration per Share, as is received in such
transactions by the Selling Stockholders. Without limiting any rights or
remedies available to any party hereto against Buyer for any breach of this
Agreement, it is expressly agreed that the Company, on behalf of the Moving
Group, and the Moving Group itself shall be third party beneficiaries of this
Section 7(a) and shall have the right to enforce the rights of the Moving Group
hereunder and to seek any available remedy against Buyer for breach of this
Section 7(a).

(b) If, pursuant to the terms of the Stockholders'
Agreement in connection with a proposed sale of more than 25% of the
outstanding equity securities of the Company by certain of the stockholders
party to the Stockholders' Agreement (the "Transferring Stockholders'), such
sale by such Transferring Stockholders cannot be consummated until (i) prior to
such sale each of the other stockholders party to the Stockholders' Agreement
(the "Other Stockholders") and the Company shall have been given notice of the
proposed transaction, which notice shall specify the number of shares that the
Transferring Stockholders desire to sell, the identity of the prospective
purchase (the "Acquiror"), and the proposed terms thereof and shall also
include a copy of the written offer from the Acquiror, and (ii) each of the
Other Stockholders shall have been provided a firm irrevocable right, which
right shall be exercisable by written notice (which shall specify the number of
shares (up to the total number of shares held by the Transferring Stockholders)
that the Other Stockholders desire to sell) within 60 days after giving notice
to the Other Stockholders, to sell to the Acquiror, at the same time and upon
the same terms and conditions offered to the Transferring Stockholders by the
Acquiror, the number of shares of the Other Stockholders (the "Proportionate
Amount") that bears the same ratio to the total number of shares held by the
Other Stockholders as the total number of shares proposed to be sold by the
Transferring Stockholders to the Acquiror bears to the total number of shares
held by all of the Transferring Stockholders, the Company will not register the
transfer of securities from the Transferring Stockholders to the Acquiror
unless the Transferring Stockholders and the Acquiror shall have extended to
Buyer the rights described above which are required to be extended to Other
Stockholders in connection with such a sale.

(c) Except as permitted by Section 3 hereof, Buyer shall
not Transfer any Shares prior to the seventh anniversary of the Effective Date
which it would otherwise be permitted to transfer hereunder unless Buyer
complies with the provisions below. In the event Buyer receives and desires to
accept an arm's- length written offer (a "Third Party Offer") from an
unaffiliated third party (the "Offeror") to purchase Shares owned by Buyer,
Buyer shall promptly provide written notice thereof to the Company, which
notice shall specify the number of Shares that Buyer desires to sell and the
terms of the Third Party Offer and shall also include a copy of the Third Party
Offer. The Company shall have the irrevocable option, exercisable by written
notice to Buyer within 60 days after the receipt of notice from Buyer (for
purposes hereof, the

STOCK PURCHASE AGREEMENT

6
<PAGE> 7
"Option Period"), to purchase from Buyer all of such Shares proposed to be sold
by Buyer at the same price, and on the same terms and conditions, as contained
in the Third Party Offer, or, if the Third Party Offer provides for non-cash
consideration or other terms and conditions not practically obtainable by the
Company, then for cash consideration and upon terms and conditions no less
favorable, in the sole judgment of the Board of Directors, to Buyer than those
contained in the Third Party Offer. If the Company shall fail to elect, within
the Option Period and pursuant to the terms hereof, to purchase all of the
Shares proposed to be transferred by Buyer, then Buyer shall be free, for a
period of 90 days thereafter, to sell to the Offeror identified in the notice
of the Third Party Offer, but only to that Offeror, and only for consideration
and upon terms and conditions no less favorable to Buyer, in the sole judgment
of the Board of Directors, than those contained in the Third Party Offer, all
of the shares proposed to be transferred; provided that the Offeror executes an
agreement whereby the Offeror becomes bound by the provisions hereof.

8. Representations of the Company. The Company represents and
warrants to Buyer as follows:

(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

(b) The Company has full corporate power and authority to
enter into this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated herein. This Agreement is a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
relating to or affecting creditors' rights, and for the limitations imposed by
general principles of equity.

(c) Upon delivery to Buyer in accordance with the terms
hereof, the Shares will be duly and validly authorized, issued and outstanding,
fully paid and non-assessable.

9. Representations and Acknowledgments of Buyer.

(a) Buyer hereby represents and warrants to the Company as
follows:

(i) Buyer is acquiring the Shares for investment
for his or her own account and without a view to further distribution
of the Shares.

(ii) Buyer is an employee of CSK and has been given
access to all information that Buyer considers necessary to make an
investment decision as to the Shares.

(b) Buyer hereby acknowledges to the Company as follows:

(i) The Shares are being transferred to Buyer
without registration under the Act pursuant to exemptions from
registration thereunder. Buyer cannot transfer the Shares except
pursuant to an effective registration statement or an exemption from
registration under the Act.

STOCK PURCHASE AGREEMENT

7
<PAGE> 8
(ii) The Shares are nonvoting in the election of
directors and most other matters and are subject to the terms
and restrictions of the Certification of Incorporation.

10. Governing Law. All terms of and rights under this Agreement
shall be governed by and construed in accordance with the internal law of the
State of Delaware, without giving effect to principles of conflicts of law.

11. Notices. All notices, requests, demands and other
communications pursuant to this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered, telexed or telecopied
to, or, if mailed, when received by, the other party at the following addresses
(or at such other address as shall be given in writing by either party to the
other):

If to the Company to:

CSK Group, Ltd.
645 E. Missouri Avenue
Phoenix, Arizona 85012
Attention: Chief Executive Officer

With a required copy (which shall not constitute
notice to the principal) to each of:

Gibson, Dunn & Crutcher
200 Park Avenue, 47th Floor
New York, New York 10166
Attention: Charles K. Marquis, Esq.

and

Investcorp International Inc.
280 Park Avenue, 37th Floor
New York, New York 10017
Attention: Christopher Stadler

If to Buyer, to:

--------------------

12. Amendments and Waivers. This Agreement may be amended, and any
provision hereof may be waived, only by a writing signed by the party to be
charged.

STOCK PURCHASE AGREEMENT

8
<PAGE> 9
13. Capitalizations, Exchanges, Etc. Affecting Shares; Adjustment of
Cost.

(a) The provisions of this Agreement shall apply to any and
all shares of capital stock of the Company or any successor or assign of the
Company that may be issued in respect of, in exchange for, or in substitution
of, the Shares by reason of any stock dividend, stock split, stock issuance,
reverse stock split, combination, recapitalization, reclassification, merger,
consolidation or otherwise, other than an Approved Sale. Nothing herein shall
prohibit or restrict the Company from taking any corporate action or engaging in
any corporate transaction of any kind, including, without limitation, any
merger, consolidation, liquidation or sale of assets.

(b) In the event of any stock dividend, stock split, stock
issuance, reverse stock split, combination, recapitalization, reclassification,
merger, consolidation or similar event as a result of which Buyer holds a lesser
or greater number of Shares and/or other securities, the Cost of a Share or
other security shall be appropriately adjusted, provided that the aggregate Cost
of all Shares and securities held by Buyer immediately after such event is equal
to the aggregate Cost of all Shares held by Buyer immediately prior to such
event.

14. Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and supersedes all prior oral and written and all contemporaneous oral
discussions, agreements and understandings of any kind or nature.

15. Separability. In the event that any provision of this Agreement
is declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible, to the
extent necessary to render it legal, valid and enforceable, or otherwise
deleted, and the remainder of this Agreement shall not be affected except to the
extent necessary to reform or delete such illegal, invalid or unenforceable
provision.

16. Headings. The headings preceding the text of the sections
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.

17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.

18. Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement.

19. Remedies. In the event of a breach by any party to this
Agreement of its obligations under this Agreement, any party injured by such
breach, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, shall be entitled to specific performance of its
rights under this Agreement. The parties agree that the provisions of this
Agreement shall be specifically enforceable, it being agreed by the parties that
the remedy at law,

STOCK PURCHASE AGREEMENT

9
<PAGE> 10
including monetary damages, for breach of any such provision will be inadequate
compensation for any loss and that any defense in any action for specific
performance that a remedy at law would be adequate is hereby waived.

20. Not An Employment Contract. Nothing in this Agreement or any
other instrument executed pursuant hereto shall confer upon Buyer any right to
continue in the employ of CSK or any Subsidiary or shall affect the right of CSK
or any Subsidiary to terminate the employment of Buyer with or without Cause.

21. Arbitration. The parties shall use their best efforts and good
will to settle all disputes by amicable negotiations. Except as otherwise
provided in Section 4(c), any claim, dispute, disagreement or controversy that
arises among the parties relating to this Agreement that is not amicably settled
shall be resolved by arbitration, as follows:

(a) Any such arbitration shall be heard in New York, New
York, before a panel consisting of one (1) to three (3) arbitrators, each of
whom shall be impartial. Except as the parties may otherwise agree, all
arbitrators shall be appointed in the first instance by the President of the
Association of the Bar of the City of New York or, in the event of his
unavailability by reason of disqualification or otherwise, by the Chairman of
the Executive Committee of the Association of the Bar of the City of New York.
In determining the number and appropriate background of the arbitrators, the
appointing authority shall give due consideration to the issues to be resolved,
but his decision as to the number of arbitrators and their identity shall be
final.

(b) An arbitration may be commenced by any party to this
Agreement by the service of a written Request for Arbitration upon the other
affected parties. Such Request for Arbitration shall summarize the controversy
or claim to be arbitrated, and shall be referred by the complaining party to the
appointing authority for appointment of arbitrators ten (10) days following such
service or thereafter. If the panel of arbitrators is not appointed by the
appointing authority within thirty (30) days following such reference, any party
may apply to any court within the State of New York for an order appointing
arbitrators qualified as set forth below. No Request for Arbitration shall be
valid if it relates to a claim, dispute or controversy that would have been time
barred under the applicable statute of limitations had such claim, dispute,
disagreement or controversy been submitted to the Supreme Court of the State of
New York.

(c) All attorneys' fees and costs of the arbitration shall
in the first instance be borne by the respective party incurring such costs and
fees, but the arbitrators shall have the discretion to award costs and/or
attorneys' fees as they deem appropriate under the circumstances. The parties
hereby expressly waive punitive damages, and under no circumstances shall an
award contain any amount that in any way reflects punitive damages.

(d) Judgment on the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof.

(e) It is intended that controversies or claims submitted
to arbitration under this Section 18 shall remain confidential, and to that end
it is agreed by the parties that neither the facts disclosed in the arbitration,
the issues arbitrated, nor the views or opinions of any persons

STOCK PURCHASE AGREEMENT

10
<PAGE> 11
concerning them, shall be disclosed to third persons at any time, except to the
extent necessary to enforce an award or judgment or as required by law or in
response to legal process or in connection with such arbitration.

22. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective permitted successors
and assigns.

IN WITNESS WHEREOF, this Agreement is entered into as of the date first
above written.

CSK GROUP, LTD.

By:
----------------------------------
Name:
Title:

-------------------------------------
Buyer

STOCK PURCHASE AGREEMENT

<PAGE> 1

Exhibit 21.01

SUBSIDIARIES OF THE REGISTRANT

JURISDICTION OF
NAME INCORPORATION ALSO DOES BUSINESS AS
- ---- --------------- ---------------------

Subsidiaries of Registrant:
- ---------------------------
CSK Auto, Inc.................... Arizona Checker Auto Parts,
Kragen Auto Parts,
Schuck's Auto Supply
Trak*
Super Trak*
Super Trak Warehouse*
Subsidiaries of CSK Auto, Inc.:
- -------------------------------
Kragen Auto Supply Co............ California N/A
Schuck's Distribution Co......... Washington Schuck's Auto Supply
TRK Socal, Inc................... Delaware Kragen Auto Parts
Trak*
Super Trak*
Super Trak Warehouse*
- -------------
* Pursuant to the terms of the agreement governing the Trak West Acquisition,
until the earlier of March 8, 1998, or such time as all of the Trak West
stores are converted to the Kragen name and store format.

<PAGE> 1

EXHIBIT 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of CSK Auto Corporation of our report dated
December 23, 1997 relating to the financial statements of CSK Auto Corporation,
which appears in such Prospectus. We also consent to the application of such
report to the Financial Statement Schedule for the two years ended January 28,
1996 listed under Item 16(b) of this Registration Statement when such schedule
is read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included this schedule. We also
consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Prospectus. However, it should be noted that Price
Waterhouse LLP has not prepared or certified such "Selected Financial Data".

PRICE WATERHOUSE LLP

Phoenix, Arizona
December 23, 1997

<PAGE> 1

EXHIBIT 23.02

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of
CSK Auto Corporation of our reports dated April 22, 1997, on our audits of the
consolidated financial statements and financial statement schedule of CSK Auto
Corporation as of February 2, 1997 and for the year then ended. We also
consent to the references to our firm under the caption "Experts" and "Selected
Financial Data".

COOPERS & LYBRAND L.L.P.

Phoenix, Arizona
December 23, 1997

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS, CONDENSED CONSOLIDATED BALANCE SHEET AND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTY-NINE WEEKS
ENDED NOVEMBER 2, 1997.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1998
<PERIOD-START> FEB-03-1997
<PERIOD-END> NOV-02-1997
<CASH> 6,316
<SECURITIES> 0
<RECEIVABLES> 38,316
<ALLOWANCES> 2,669
<INVENTORY> 304,807
<CURRENT-ASSETS> 363,434
<PP&E> 160,067
<DEPRECIATION> (82,764)
<TOTAL-ASSETS> 490,268
<CURRENT-LIABILITIES> 206,626
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> (92,369)
<TOTAL-LIABILITY-AND-EQUITY> 490,268
<SALES> 636,465
<TOTAL-REVENUES> 636,465
<CGS> 358,917
<TOTAL-COSTS> 600,241
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,815
<INCOME-PRETAX> 6,409
<INCOME-TAX> 2,471
<INCOME-CONTINUING> 3,938
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,938
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>