EXHIBIT 1.1 AUTOZONE, INC. (a Nevada corporation) UNDERWRITING AGREEMENT FOR DEBT SECURITIES Dated: May 29, 2003 TABLE OF CONTENTSUnderwriting Agreement • May 30th, 2003 • Autozone Inc • Retail-auto & home supply stores • New York
AUTOZONE, INC. (A NEVADA CORPORATION) DEBT SECURITIES TERMS AGREEMENTTerms Agreement • June 13th, 2006 • Autozone Inc • Retail-auto & home supply stores
EXECUTION VERSION AUTOZONE, INC. (a Nevada corporation) UNDERWRITING AGREEMENT FOR DEBT SECURITIES Dated: June 8, 2006 TABLE OF CONTENTSUnderwriting Agreement • June 13th, 2006 • Autozone Inc • Retail-auto & home supply stores • New York
ANDCredit Agreement • December 29th, 2004 • Autozone Inc • Retail-auto & home supply stores • New York
ARTICLE IV. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.Warrant Agreement • July 13th, 1998 • Autozone Inc • Retail-auto & home supply stores • New York
SECTION 5 REPRESENTATIONS AND WARRANTIES 18 5.1 Organization; Existence; Compliance with Law. 18 5.2 Power; Authorization; Enforceable Obligations. 19 5.3 No Legal Bar. 19 5.4 Governmental Regulations. 20 5.5 Purpose of Loans. 20 5.6 Incorporated...Credit Agreement • January 5th, 1999 • Autozone Inc • Retail-auto & home supply stores • North Carolina
TOCredit Agreement • October 30th, 2003 • Autozone Inc • Retail-auto & home supply stores
CREDIT AGREEMENTCredit Agreement • January 5th, 1999 • Autozone Inc • Retail-auto & home supply stores • North Carolina
AUTOZONE, INC. (a Nevada corporation) Debt Securities TERMS AGREEMENTAutozone Inc • May 30th, 2003 • Retail-auto & home supply stores
We understand that AutoZone, Inc., a Nevada corporation (the "Company"), proposes to issue and sell $200,000,000 aggregate principal amount of its senior debt securities (such securities also being hereinafter referred to as the "Underwritten Securities"). Each provision of the Underwriting Agreement dated May 29, 2003 among the Company, Citigroup Global Markets Inc. and SunTrust Capital Markets, Inc. is hereby incorporated by reference herein in its entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provision had been set forth in full herein. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set f
among AUTOZONE, INC., as Borrower,Day Credit Agreement • June 7th, 2004 • Autozone Inc • Retail-auto & home supply stores • New York
PART III AMENDMENTS TO EXISTING 364-DAY CREDIT AGREEMENTCredit Agreement • November 24th, 1999 • Autozone Inc • Retail-auto & home supply stores
EXHIBIT 10.1 CREDIT AGREEMENT Dated as of February 23, 1998Credit Agreement • June 23rd, 1998 • Autozone Inc • Retail-auto & home supply stores • North Carolina
W I T N E S S E T H:Credit Agreement • January 5th, 1999 • Autozone Inc • Retail-auto & home supply stores
EXHIBIT 1.1 AUTOZONE, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT (U.S. VERSION) ----------------------Underwriting Agreement • November 7th, 1997 • Autozone Inc • Retail-auto & home supply stores • New York
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT is between AutoZone, Inc., a Nevada corporation and its various subsidiaries (collectively "AutoZone"), and Steve Odland, an individual ("Employee"), dated as of...Employment and Non-Compete Agreement • December 23rd, 2003 • Autozone Inc • Retail-auto & home supply stores • Tennessee
AUTOZONE, INC. (a Nevada corporation) 3.125% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: April 18, 2013Underwriting Agreement • April 19th, 2013 • Autozone Inc • Retail-auto & home supply stores • New York
AutoZone, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. are acting as representatives (the “Representatives”), $500,000,000 in aggregate principal amount of its 3.125% Senior Notes Due 2023 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of August 8, 2003 (as supplemented by an officers’ certificate to be dated as of April 29, 2013, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., successor in interest to Bank One Trust Company, N.A., as trustee (the “Trustee”).
FORM OF NOTEAutozone Inc • May 30th, 2003 • Retail-auto & home supply stores • New York
ContractAutozone Inc • August 14th, 2020 • Retail-auto & home supply stores • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH O
EXHIBIT 1.1 AUTOZONE, INC. (a Nevada corporation) UNDERWRITING AGREEMENT FOR DEBT SECURITIES Dated: October 16, 2002 TABLE OF CONTENTSTerms Agreement • October 21st, 2002 • Autozone Inc • Retail-auto & home supply stores • New York
EXHIBIT 4.1 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,...Autozone Inc • October 21st, 2002 • Retail-auto & home supply stores • New York
FOUR-YEAR CREDIT AGREEMENT Dated as of May 5, 2006 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and CITICORP USA, INC., as Syndication Agent BANC OF AMERICA...Credit Agreement • June 7th, 2006 • Autozone Inc • Retail-auto & home supply stores • New York
THIS FOUR-YEAR CREDIT AGREEMENT dated as of May 5, 2006 (the "Credit Agreement"), is by and among AUTOZONE, INC., a Nevada corporation (the "Borrower"), the several lenders identified on the signature pages hereto and such other lenders as may from time to time become a party hereto (the "Lenders"), BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and CITICORP USA, INC., as syndication agent (in such capacity, the "Syndication Agent").
AUTOZONE, INC. (a Nevada corporation) $300,000,000 3.125% SENIOR NOTES DUE 2024 $450,000,000 3.750% SENIOR NOTES DUE 2029 UNDERWRITING AGREEMENT Dated: April 4, 2019Underwriting Agreement • April 10th, 2019 • Autozone Inc • Retail-auto & home supply stores • New York
AUTOZONE, INC. (a Nevada corporation) $500,000,000 6.250% SENIOR NOTES DUE 2028 $500,000,000 6.550% SENIOR NOTES DUE 2033 UNDERWRITING AGREEMENT Dated: October 19, 2023Underwriting Agreement • October 25th, 2023 • Autozone Inc • Retail-auto & home supply stores • New York
AUTOZONE, INC. (a Nevada corporation) UNDERWRITING AGREEMENT FOR DEBT SECURITIES Dated: November 3, 2003Underwriting Agreement • November 6th, 2003 • Autozone Inc • Retail-auto & home supply stores • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 20th, 2022 • Autozone Inc • Retail-auto & home supply stores • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of November 15, 2022 (the “First Amendment Effective Date”), is entered into among AutoZone, Inc., a Nevada corporation (the “Borrower”), the Lenders party hereto, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) and JPMorgan Chase Bank, N.A., as syndication agent (the “Syndication Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Amended Credit Agreement (as defined below), as applicable.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 18, 2016 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and Swingline Lender and JPMORGAN CHASE...Credit Agreement • November 21st, 2016 • Autozone Inc • Retail-auto & home supply stores • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2016 (“Credit Agreement”), is by and among AUTOZONE, INC., a Nevada corporation (the “Borrower”), the several lenders identified on the signature pages hereto and such other lenders as may from time to time become a party hereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”).
AutoZone, Inc. 2006 Stock Option Plan STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • December 16th, 2010 • Autozone Inc • Retail-auto & home supply stores • Nevada
AutoZone, Inc., a Nevada corporation (the “Company”), pursuant to its 2006 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”) an option (the “Option”) to purchase that number of shares of the Company’s common stock, par value $.01 (“Stock”) set forth below. This Option is subject to all of the terms and conditions set forth herein, in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. All capitalized terms used in this Grant Agreement, but not defined, shall have the meanings provided in the Plan.
AUTOZONE, INC. (a Nevada corporation) 5.75% SENIOR NOTES DUE 2015 UNDERWRITING AGREEMENT Dated: June 29, 2009Underwriting Agreement • July 2nd, 2009 • Autozone Inc • Retail-auto & home supply stores • New York
AutoZone, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 5.75% Senior Notes Due 2015 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of August 8, 2003 (as supplemented by an officers’ certificate to be dated as of July 2, 2009, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., successor in interest to Bank One Trust Company, N.A., as trustee (the “Trustee”).
AUTOZONE, INC. (a Nevada corporation) 2.875% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: November 1, 2012Underwriting Agreement • November 2nd, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
EXECUTION COPY 8/16/2001Employment and Non-Compete Agreement • October 1st, 2002 • Autozone Inc • Retail-auto & home supply stores • Tennessee
EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT is between AutoZone, Inc., a Nevada corporation and its various subsidiaries (collectively "AutoZone"), and William C. Rhodes, III an individual ("Employee") dated as of June 20, 2001 ("Effective Date"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties are agreed as follows: 1. Employment. AutoZone agrees to employ Employee and Employee agrees to remain in the employment of AutoZone, or a subsidiary or affiliate, until the expiration or earlier termination of this Agreement. 2. Term. This agreement shall be effective as of the Effective Date and shall continue for a period of two years unless it is earlier terminated pursuant to Paragraph 8, 9, or 10. 3. Salary. Employee shall receive a salary from AutoZone as follows: During the term of this Agreement, Employee shall receive annual compensation of two hundred thousand dollars ($200,000), subject to increa
AUTOZONE, INC. (a Nevada corporation) $450,000,000 5.050% SENIOR NOTES DUE 2026 $300,000,000 5.200% SENIOR NOTES DUE 2033 UNDERWRITING AGREEMENT Dated: July 18, 2023Underwriting Agreement • July 21st, 2023 • Autozone Inc • Retail-auto & home supply stores • New York
FORM OF] EMPLOYMENT AND NON-COMPETE AGREEMENTNon-Compete Agreement • December 29th, 1999 • Autozone Inc • Retail-auto & home supply stores • Tennessee
AUTOZONE, INC. 2020 OMNIBUS INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 24th, 2022 • Autozone Inc • Retail-auto & home supply stores • Nevada
AutoZone, Inc., a Nevada corporation, (the “Company”), pursuant to its 2020 Omnibus Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of Restricted Stock Units set forth below (the “RSUs”). This Restricted Stock Unit award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Award Agreement”) and the Plan, each of which are incorporated herein by reference. All capitalized terms used in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and not otherwise defined shall have the meanings set forth in the Restricted Stock Unit Award Agreement and the Plan.
ContractAutozone Inc • August 4th, 2008 • Retail-auto & home supply stores • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
AMENDED AND RESTATED AUTOZONE, INC. 2011 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 15th, 2019 • Autozone Inc • Retail-auto & home supply stores • Nevada
AutoZone, Inc., a Nevada corporation, (the “Company”), pursuant to its Amended and Restated 2011 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of Restricted Stock Units set forth below (the “RSUs”). This Restricted Stock Unit award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Award Agreement.
