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Exhibit 3.01
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CSK AUTO, INC.
The Amended and Restated Articles of Incorporation of CSK Auto, Inc.
are hereby amended in their entirety to read as follows:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is:
CSK AUTO, INC.
SECOND: The address, including street, number, city, and county, of the
known place of business of the Corporation in the State of Arizona is 645 E.
Missouri Avenue, Suite 400, City of Phoenix, County of Maricopa, and the name of
the statutory agent of the Corporation in the State of Arizona is Corporation
Service Company, 3636 North Central Avenue, Phoenix, Arizona 85012
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Arizona Business
Corporation Act ("ABCA").
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two Hundred Twenty-Six Thousand
Five Hundred (226,500). There shall be two classes of stock of the Corporation.
The first class of stock of the Corporation shall have a par value of $.01 per
share and shall be designated as "Common Stock" and the number of shares
constituting such class shall be Twenty Thousand (20,000). The second class of
stock of the Corporation shall have a par value of $.01 per share and shall be
designated as "Series A Cumulative Preferred Stock" and the number of shares
constituting such class shall be Two Hundred Six Thousand Five Hundred
(206,500); said class is sometimes referred to in these Articles as "Series A
Preferred Stock." The par value shall be paid in at such time as the Board of
Directors of the Corporation (the "Board") may designate, in cash, real or
personal property, services, lease, option to purchase, or any other valuable
right or thing, for the uses and purposes of the Corporation, and all shares of
capital stock, when issued in exchange therefor, shall thereupon and thereby
become and be fully paid, the same as though paid for in cash at par, and shall
be non-assessable forever, and the judgment of the Board as to the value of any
property, right or thing acquired in exchange for capital stock shall be
conclusive.
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The designation, preferences, privileges, voting powers, restrictions
and qualifications of the shares of Common Stock and Series A Preferred Stock
are as follows:
(A) COMMON STOCK
The number of authorized shares of Common Stock is Twenty Thousand
(20,000).
1. Dividends. Subject to the prior and superior right of the
holders of Series A Preferred Stock, the holders of Common Stock shall
be entitled to receive dividends as, when and in the amount declared by
the Board, out of any funds legally available therefore.
2. Liquidation. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary
(each, a "Liquidation"), the holders of Common Stock shall be entitled
to receive, out of the net assets of the Corporation, after payment or
provision for payment of the debts and other liabilities of the
Corporation and the amounts to be distributed to the holders of Series
A Preferred Stock, that portion of the remaining funds to be
distributed. Such funds shall be paid to the holders of Common Stock on
the basis of the number of shares of Common Stock held by each of them.
Neither the consolidation nor merger of the Corporation into or with
any other corporation nor the sale or transfer by the Corporation of
all or any part of its assets shall be deemed a Liquidation within the
meaning of the provisions of this Section (A)2.
3. Voting. Shares of Common Stock shall entitle the holder
thereof to one vote for each share held with respect to all matters
voted on by the stockholders of the Corporation.
(B) SERIES A CUMULATIVE PREFERRED STOCK
The number of authorized shares of Series A Preferred Stock is Two
Hundred Six Thousand Five Hundred (206,500). The designations, preferences and
relative, participating optional and other special rights of the Series A
Preferred Stock, and the qualifications, limitations and restrictions thereof,
are as follows:
1. Dividend Rate.
(a) Dividends on the shares of Series A Preferred Stock
(including Additional Shares, as defined herein) shall accrue from the
date on which each specific share of Series A Preferred Stock is issued
at a rate of twelve percent (12%) per annum computed on the basis of
the actual number of days elapsed in a 360-day year of twelve 30-day
months, and shall be paid in cash when and as declared by the Board, to
the extent the Corporation has funds legally available to pay such
dividends in cash and the use of such funds would not violate any law
or statute and would not directly or indirectly (with the passage of
time or giving of notice) cause a default or event of default under any
indebtedness or other contractual agreement of the Corporation or any
corporation or other entity directly or indirectly controlled by the
Corporation. To the extent that the dividend payment due upon any
Dividend Payment Date (as defined herein) is not paid in
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full in cash the Corporation shall, to the extent it does not violate
any law or statute, pay such dividend by means of the issuance of
Additional Shares (or fractions thereof), which shares will be issued
in such amount that the aggregate Liquidation Preference (as defined
herein) of such shares is equal to the aggregate dollar value of
dividends that the Corporation is not paying in cash on such Dividend
Payment Date. A dividend payment paid in Additional Shares shall be
deemed to fully satisfy the Corporation's obligations with respect to
dividends for all purposes, provided that such payment is in accordance
with the provisions of this subsection. All Additional Shares issued as
a dividend with respect to the Series A Preferred Stock will thereupon
be duly authorized, validly issued, fully paid and nonassessable. All
dividends shall be cumulative and shall be payable semi-annually in
arrears on April 30 and October 31 of each year, commencing, in the
case of the first issuance of shares of Series A Preferred Stock, April
30, 1997 (each such date being hereinafter individually a "Dividend
Payment Date" and collectively the "Dividend Payment Dates"), except
that if any Dividend Payment Date is a Saturday, Sunday or legal
holiday then such dividend shall be paid on the next business day
following such Dividend Payment Date and no additional amount shall
accrue as a result of such delay. Holders of shares of Series A
Preferred Stock shall not be entitled to any dividends, whether payable
in cash, Additional Shares, property or stock, in excess of full
cumulative dividends, as provided in paragraphs (a) and (b) of this
Section 1 on the Series A Preferred Stock. For purposes of this Section
(B) "Additional Shares" means any shares of Series A Preferred Stock
(or fractions thereof) issued in payment of dividends in lieu of cash
dividend payments.
(b) Each dividend shall be paid to the holders of record of
shares of Series A Preferred Stock as they appear on the books of the
Corporation on the record date, not exceeding 30 days prior to the
Dividend Payment Date thereof, as shall be fixed by the Board.
Dividends in arrears may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of record on
such date, not exceeding 45 days preceding the payment date thereof, as
may be fixed by the Board.
(c) Each fractional share of Series A Preferred Stock
outstanding shall be entitled to a ratably proportionate amount of all
dividends accruing with respect to each outstanding share of Series A
Preferred Stock pursuant to paragraphs (a) and (b) of this Section 1,
and all such dividends with respect to such outstanding fractional
shares shall be cumulative and shall accrue (whether or not declared),
and shall be payable in the same manner and at such times as provided
for in paragraphs (a) and (b) of this Section 1 with respect to
dividends on each outstanding share of Series A Preferred Stock. Each
fractional share of Series A Preferred Stock outstanding shall also be
entitled to a ratably proportionate amount of any other distributions
made with respect to each outstanding share of Series A Preferred
Stock, and all such distributions shall be payable in the same manner
and at the same time as distributions on each outstanding share of
Series A Preferred Stock.
(d) Except as hereinafter provided, no dividends (either in
cash or Additional Shares) shall be declared or paid or set apart for
payment on the shares of Series A Preferred Stock for any period if the
Corporation shall be in default in the payment of any
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dividends (including cumulative dividends, if applicable) on any shares
of preferred stock ranking, as to dividends, prior to the Series A
Preferred Stock, unless a dividend sufficient to cure such default
shall be contemporaneously declared and paid.
(e) Except as hereinafter provided, no dividends shall be
declared or paid or set apart for payment on the preferred stock of any
class or series ranking, as to dividends, on a parity with or junior to
the Series A Preferred Stock for any period unless full cumulative
dividends have been or contemporaneously are declared and paid on the
Series A Preferred Stock through the last Dividend Payment Date. When
dividends are not paid in full in cash, as aforesaid, upon the shares
of Series A Preferred Stock and any other preferred stock ranking on a
parity as to dividends with the Series A Preferred Stock, all dividends
declared upon shares of the Series A Preferred Stock and any other
preferred stock ranking on a parity as to dividends with the Series A
Preferred Stock shall be declared pro rata so that the amount of cash
dividends declared per share on the Series A Preferred Stock and such
other preferred stock shall in all cases bear to each other the same
ratio that accrued cash dividends per share on the shares of the Series
A Preferred Stock and such other preferred stock bear to each other.
Nothing herein shall limit or prevent the distribution of dividends
payable in the form of Additional Shares. Such dividends paid in the
form of Additional Shares shall not be included in any calculation of
accrued or pro rata dividends for purposes of this paragraph (e) of
Section 1.
2. Optional Redemption. The shares of Series A Preferred Stock
are redeemable on the terms and conditions set forth below, at any time
or from time to time, at the option of the Corporation expressed by
resolution of the Board, at a per share redemption price of One
Thousand and Ten Dollars ($1,010.00) plus, in each case, accrued and
unpaid dividends thereon to the date fixed for redemption. The shares
of Series A Preferred Stock may be redeemed in whole or in part in not
more than three partial redemptions, provided that in the first of such
three partial redemptions not less than 20% of the number of shares of
Series A Preferred Stock then outstanding shall be redeemed, that in
the second of such three partial redemptions not less than 50% of the
number of shares of Series A Preferred Stock then outstanding shall be
redeemed, and that in the third of such three partial redemptions all
of the shares of Series A Preferred Stock then outstanding shall be
redeemed.
3. Procedure for Redemption.
(a) If fewer than all the outstanding shares of Series A
Preferred Stock are to be redeemed, the number of shares to be redeemed
shall be determined by the Board, subject to the provisions of Section
2 above, and the shares to be redeemed shall be determined by lot or
pro rata as may be determined by the Board or by any other method as
may be determined by the Board in its sole discretion to be equitable.
(b) Notice of a redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to
the redemption date, to each holder of record of the shares to be
redeemed, at such holder's address as the same appears on the books of
the Corporation. Each such notice shall state: (i) the redemption date;
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(ii) the number of shares of Series A Preferred 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;
(iii) the redemption price; (iv) the place or places where certificates
for such shares are to be surrendered for payment of the redemption
price; (v) that dividends on the shares to be redeemed will cease to
accrue on such redemption date; and (vi) any other information required
by applicable laws or regulations.
(c) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares
called for redemption) dividends on the shares of Series A Preferred
Stock so called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Corporation (except the right to
receive from the Corporation the redemption price plus accrued and
unpaid dividends to the date fixed for redemption) shall cease. Upon
surrender of the certificates for any shares so redeemed in accordance
with said notice (properly endorsed or assigned for transfer, if the
Board shall so require and the notice shall so state), such shares
shall be redeemed by the Corporation at the redemption price aforesaid.
In case fewer than all of the shares presented by any such certificate
are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.
(d) Any shares of Series A Preferred Stock which shall at any
time have been redeemed shall, after such redemption, have the status
of authorized but unissued shares of Series A Preferred Stock. No
redeemed shares of Series A Preferred Stock shall be reissued as shares
of Series A Preferred Stock.
(e) If the Corporation shall be in default in the payment of
any dividends on any shares of preferred stock ranking, as to
dividends, prior to the Series A Preferred Stock, then no shares of
Series A Preferred Stock shall be redeemed and the Corporation shall
not purchase or otherwise acquire any shares of Series A Preferred
Stock.
(f) Notwithstanding the foregoing provisions of this Section
3, unless the full cumulative dividends on all outstanding shares of
Series A Preferred Stock shall have been paid or contemporaneously are
declared and paid through the last Dividend Payment Date, no shares of
Series A Preferred Stock shall be redeemed unless all outstanding
shares of Series A Preferred Stock are simultaneously redeemed;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of Series A Preferred Stock pursuant to a
purchase or exchange offer made on the same terms to all holders of
outstanding shares of Series A Preferred Stock.
4. Voting. The shares of Series A Preferred Stock shall not
have any voting powers either general or special, except as required by
law or regulation and except that unless the vote or consent of the
holders of a greater number of shares shall then be required by law,
the consent of the holders of at least a majority of all of the shares
of Series A Preferred Stock, and all other classes and series of
preferred stock ranking on a parity with the Series A Preferred Stock
either as to dividends or upon Liquidation and
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upon which like voting rights have been conferred and are then
exercisable, at the time outstanding, given in person or by proxy,
either in writing or by a vote at a meeting called for the purpose at
which the holders of such shares shall vote together as a single class
without regard to series, shall be necessary for authorizing, effecting
or validating the amendment, alteration or repeal of any of the
provisions of the Articles of Incorporation or of any amendatory
Statement thereto (including any document relating to any series of
preferred stock) so as to affect materially and adversely the rights,
preferences, privileges or voting power of shares of Series A Preferred
Stock. In case the shares of Series A Preferred Stock would be so
affected in a materially different manner than any other class or
series of preferred stock then outstanding by any such action, the
holders of shares of Series A Preferred Stock shall be entitled to vote
as a separate class, and the Corporation shall not take such action
without the consent or affirmative vote, as above provided, of at least
a majority of the total number of shares of Series A Preferred Stock
then outstanding, in addition to or as a specific part of the consent
or affirmative vote hereinabove otherwise required. The increase of the
authorized amount of any preferred stock, or the creation,
authorization or issuance of any shares of any other class or series of
stock of the Corporation ranking (i) junior to the Series A Preferred
Stock, or (ii) on a parity with the shares of Series A Preferred Stock,
as to dividends or upon Liquidation, or the reclassification of any
authorized or outstanding stock of the Corporation into any such junior
or parity shares, or the creation, authorization or issuance of any
obligation or security convertible into or evidencing the right to
purchase any such junior or parity shares shall not be deemed to affect
materially and adversely the rights, preferences, privileges or voting
power of shares of Series A Preferred Stock.
5. Liquidation Rights.
(a) Upon Liquidation, the holders of the shares of Series A
Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, before any
payment or distribution shall be made on the Common Stock or on any
other class of stock ranking junior to Series A Preferred Stock upon
Liquidation, the amount of One Thousand Dollars ($1,000.00) per share
(the "Liquidation Preference"), plus a sum equal to all dividends
(whether or not earned or declared) on such shares accrued and unpaid
thereon to the date of final distribution, subject only to the
provisions of this paragraph (a) of this Section 5. All shares of
preferred stock ranking in whole or in part prior to the shares of
Series A Preferred Stock as to Liquidation shall be entitled to be paid
to the extent of such priority in full in cash, or money for the
payment thereof set apart, before any payment provided for in this
Section 5 shall be made with respect to the shares of Series A
Preferred Stock.
(b) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all
the property and assets of the Corporation nor 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 Liquidation, for the purposes of
this Section 5.
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(c) After the payment to the holders of the shares of Series A
Preferred Stock of the full preferential amounts provided for in this
Section 5, the holders of shares of Series A Preferred Stock as such
shall have no right or claim to any of the remaining assets of the
Corporation.
(d) In the event the assets of the Corporation available for
distribution to the holders of shares of Series A Preferred Stock upon
any Liquidation, shall be insufficient to pay in full all amounts to
which such holders are entitled pursuant to paragraph (a) of this
Section 5, no such distribution shall be made on account of any of
shares of any other class or series of preferred stock ranking in whole
or in part on a parity with the shares of Series A Preferred Stock upon
such Liquidation unless proportionate distributive amounts shall be
paid on account of the shares of Series A Preferred Stock, ratably, in
proportion to the full distributable parity amounts for which holders
of all such parity shares are respectively entitled upon such
Liquidation.
6. Priority. For purposes of this Article, any stock of any
class or classes of the Corporation shall be deemed to rank:
(a) Prior to the shares of the Series A Preferred Stock,
either as to dividends or upon Liquidation, if the holders of such
class or classes shall be entitled to the receipt of dividends or of
amounts distributable upon Liquidation, as the case may be, in
preference or priority to the holders of shares of Series A Preferred
Stock. Each holder of any share of Series A Preferred Stock, by such
holder's acceptance thereof, expressly covenants and agrees that the
rights of the holders of any shares of any other class or series of
preferred stock of the Corporation to receive dividends or amounts
distributable upon Liquidation, shall be and hereby are expressly prior
to such holder's rights unless in the case of any particular class or
series of preferred stock the certificate or other instrument creating
or evidencing the same expressly provides that the rights of the
holders of such series shall not be prior to the shares of Series A
Preferred Stock.
(b) On a parity with shares of Series A Preferred Stock,
either as to dividends or upon Liquidation, whether or not the dividend
rates, dividend payment dates or redemption or liquidation prices per
share or sinking fund provisions, if any, be different from those of
the Series A Preferred Stock, if the holders of such stock shall be
entitled to the receipt of dividends or of amounts distributable upon
Liquidation, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority,
one over the other, as between the holders of such stock and the
holders of shares of Series A Preferred Stock.
(c) Junior to shares of Series A Preferred Stock, either as to
dividends or upon Liquidation, if such class or classes shall be Common
Stock or if the holders of shares of Series A Preferred Stock shall be
entitled to receipt of dividends or of amounts distributable upon
Liquidation, as the case may be, in preference to the holders of shares
of such class or classes.
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(d) All payments to a holder of Series A Preferred Stock shall
be made at the office or agency of the Corporation maintained for such
purpose 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 Corporation
payment may be made (i) by check mailed to such holder at such holder's
address appearing on the records of the Corporation, or (ii) at the
request of such holder, by wire transfer of immediately available funds
to the address designated by such holder in writing.
FIFTH: The names and mailing addresses of the original incorporators
were as follows:
NAME MAILING ADDRESS
John D. Borie 2503 San Andres Way, Claremont, CA
Jean Melton 231 Begonia Avenue, Ontario, CA
Margaret Main 11969 Del Mar, Chino, CA
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Arizona may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of the ABCA, order a meeting of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths of the stockholders or class of stockholders of this Corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization, such compromise, arrangement or reorganization, as the case may
be, shall, if sanctioned by the court to which the said application has been
made, be binding on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
EIGHTH: 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 its stockholders or
any class thereof, as the case may be, it is further provided:
(A) The management of the business and the conduct of the
affairs of the Corporation shall be vested in the Board. The number of
directors which shall constitute the whole Board shall be fixed by, or
in the manner provided in, the By-Laws. 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
has. No election of directors need be by written ballot.
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(B) After the original or other By-Laws of the Corporation
have been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 10-1020 of the ABCA, and,
after the Corporation has received any payment for any of its stock,
the power to adopt, amend, or repeal the By-Laws of the Corporation may
be exercised by the Board; provided, however, that any provision for
the classification of directors of the Corporation for staggered terms
pursuant to the provisions of Section 10-806 of the ABCA shall be set
forth in these Articles of Incorporation.
(C) Whenever the Corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the Corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of these
Articles of Incorporation shall entitle the holder thereof to the right
to vote at any meeting of stockholders except as the provisions of the
ABCA shall otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the holder thereof
to vote upon the increase or decrease in the number of authorized
shares of said class.
NINTH:
(A) The Corporation shall indemnify each Authorized
Representative (as defined herein) to the fullest extent from time to
time required or permitted by Chapter 8, Article 5 of the ABCA
("Article 5"). 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 has
determined (in accordance with Section 10-855 of the ABCA) that the
Authorized Representative is not entitled to such indemnification.
(B) Expenses (including attorneys' fees and all other costs
and expenses reasonably related to a Proceeding (as defined in Section
10-850 of the ABCA)) incurred by an Authorized Representative or on
such Authorized Representative's behalf in connection with 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, and to the extent required by law,
shall, condition such advance upon the receipt of: (i) a written
affirmation as to standards of conduct; and (ii) 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 guaranteed 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.
(C) 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
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reasonable and that all conditions to indemnification or expense
advancements, whether required under this Article or the ABCA, have
been satisfied.
(D) As used in this Article, "Authorized Representative"
means, collectively: (i) any person who is or was a "Director" (as
defined in Section 10-850 of the ABCA); (ii) any person who is or was
an officer of the Corporation or of any subsidiary of the Corporation;
and (iii) 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 l0-850, et seq. of the ABCA shall apply to
this Article.
(E) The Corporation may maintain, at its expense, the
insurance permitted by Section 10-857 of the ABCA.
(F) 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, these Articles 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.
(G) 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
existing at the time of such repeal or modification.
(H) 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 indemnifies
and advances expenses to each Authorized Representative to the fullest
extent permitted by the applicable portions of this Article not so held
to be illegal, invalid or unenforceable, and otherwise to the fullest
extent permitted by law.
TENTH: For purposes of determining whether a distribution to
shareholders may be made under the ABCA, the liquidation preference of the
Series A Preferred Stock shall be excluded from the calculation under Section
10-640 C(2) of the ABCA.
ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Amended and Restated Articles of
Incorporation, in the manner now or hereafter prescribed herein and by the laws
of the State of Arizona, and all rights conferred upon stockholders herein are
granted subject to this reservation.
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IN WITNESS WHEREOF, we, the undersigned, have hereunto signed our names
this 23rd day of April, 1997.
CSK AUTO, INC.
By: /s/ James Bazlen
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James Bazlen, President
ATTEST:
By: /s/ Lon Novatt
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Lon Novatt, Secretary
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