Contract
EXHIBIT
4.4
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 OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
&
CO., HAS AN INTEREST HEREIN.
| No. 1 | |
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CUSIP:
053332 AG 7
ISIN:
US053332AG75
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$200,000,000
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AUTOZONE,
INC.
6.95%
Senior Note due 2016
Original
Issue Date: June 13, 2006
Interest
Payment Dates: June 15 and December 15
Maturity
Date: June 15, 2016
Interest
Rate: 6.95%
AUTOZONE,
INC., a Nevada corporation (hereinafter called the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred
to),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED MILLION DOLLARS (the “Principal
Amount”) on the Maturity Date shown above, except as provided below, and to pay
interest thereon at the rate per annum shown above. (Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.) The Company will pay interest semiannually on
the
Interest Payment Dates, commencing on December 15, 2006. Interest on this Note
will accrue from the most recent date to which interest has been paid or, if
no
interest has been paid, from the Original Issue Date shown above. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the person in whose name
this Note (or one or more predecessor Securities) is registered at the close
of
business on the regular record date for such interest, which shall be the June
1
or the December 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.
Payment
of the principal of and interest on this Note will be made at the Corporate
Trust Office of the Trustee, in such coin or currency of the United States
of
America as at the time of payment is legal tender for payment of public and
private debts.
If
the
Company defaults in a payment of interest on this Note, it shall pay the
defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the persons who are Securityholders of this Note
on a subsequent special record date. The Company shall fix that record date
and
payment date. At least ten (10) days before that record date, the Company shall
mail to the Trustee and to each Securityholder a notice that states that record
date, the payment date and the amount of interest and any interest thereon
to be
paid. The Company may pay defaulted interest and any interest thereon in any
other lawful manner.
1
This
Note
is one of a duly authorized issue of securities of the Company (the
“Securities”), of the Series hereinafter specified, all issued under and
pursuant to an indenture, dated as of August 8, 2003 (the “Indenture”), duly
executed and delivered by the Company and X.X. Xxxxxx Trust Company, National
Association (as successor in interest to Bank One Trust Company, N.A.), as
Trustee (the “Trustee”), 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 Holders of the Securities. The aggregate principal amount of
Securities that may be authorized and delivered under the Indenture is
unlimited. The Securities may be issued in one or more Series, which different
Series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants
and
Events of Default and may otherwise vary as in the Indenture provided. This
Note
is one of a Series designated as the “6.95% Senior Notes due 2016” of the
Company (herein referred to as the “Notes”), initially issued in an aggregate
principal amount of Two Hundred Million Dollars ($200,000,000). The Company
may
from time to time, without notice to or the consent of the holders of the Notes,
create and issue additional Notes ranking equally and ratably with the Notes
and
otherwise identical in all respects, except for the issue price, the issue
date,
the payment of interest accruing prior to the issue date of such additional
Notes and, in some cases, the first payment of interest following the issue
date
of such additional Notes, so that such further Notes shall be consolidated
and
form a single Series with the Notes.
The
Notes
constitute senior unsecured debt obligations of the Company and rank equally
in
right of payment among themselves and with all other existing and future senior,
unsecured and unsubordinated debt obligations of the Company.
The
Notes
will be redeemable, in whole at any time or in part from time to time, at the
option of the Company, at a redemption price equal to accrued and unpaid
interest on the principal amount being redeemed to the redemption date plus
the
greater of (i) 100% of the principal amount of such Notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on such Notes being redeemed (not including any portion
of such payments of interest accrued to the date of redemption) discounted
to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 35
basis
points, as determined in good faith by the Company.
“Adjusted
Treasury Rate” means, with respect to any date of redemption, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price
for
such date of redemption.
“Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be used, at the time of selection and under
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes.
“Comparable
Treasury Price” means, with respect to any date of redemption, the average of
the Reference Treasury Dealer Quotations for such date of redemption, after
excluding the highest and lowest such Reference Treasury Dealer Quotations,
or
if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all Reference Treasury Dealer
Quotations.
“Quotation
Agent” means X.X. Xxxxxx Securities Inc., Xxxxxxx Xxxxx Government Securities
Inc. or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or another
Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means each of X.X. Xxxxxx Securities Inc. and Xxxxxxx Xxxxx
Government Securities Inc. and their respective successors and three other
primary treasury dealers the Company shall select. If any of the foregoing
ceases to be a primary treasury dealer in New York City, the Company shall
substitute therefor another primary treasury dealer.
2
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any date of redemption, the average, as determined by the Trustee,
of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third
Business Day preceding such date of redemption.
Notice
of
any redemption will be mailed at least 30 days but not more than 60 days before
the redemption date to each holder of the Notes to be redeemed.
Unless
the Company defaults in payment of the redemption price, on and after the date
of redemption, interest will cease to accrue on the Notes or portions of the
Notes called for redemption.
The
Notes
will not be subject to, or have the benefit of, any sinking fund.
In
case
an Event of Default (as defined in the Indenture) with respect to the Notes
shall have occurred and be continuing, the principal hereof may be declared,
or
shall become, due and payable, in the manner, with the effect and subject to
certain conditions set forth in the Indenture. The Indenture provides that,
subject to certain conditions therein set forth, any such declaration of
acceleration and its consequences may be waived by the Holders of a majority
in
principal amount of the outstanding Notes.
The
Indenture contains provisions permitting the Company and the Trustee, with
the
consent of the Holders of at least a majority in principal amount of the
outstanding Notes to be affected thereby, as provided in the Indenture, to
enter
into supplemental indentures adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Notes;
and
the Indenture also contains provisions allowing the Holders of at least a
majority in principal amount of the outstanding Notes to waive compliance with
any provision of the Indenture or this Note; provided,
however,
that no
such supplemental indenture or amendment or waiver may, without the consent
of
each Holder of Notes to be affected (a) reduce the amount of Notes whose Holders
must consent to an amendment, supplement or waiver; (b) reduce the rate of,
change the method of determination of or extend the time for payment of interest
(including default interest) on any Note; (c) reduce the principal or change
the
Stated Maturity of any Note; (d) make any change in the provisions concerning
waivers of Events of Default by Holders or the rights of Holders to recover
the
principal of or interest on any Note; (e) waive a Default or Event of Default
in
the payment of the principal of or interest on any Note (except a rescission
of
acceleration of the Notes by the Holders of at least a majority in principal
amount of the outstanding Notes and a waiver of the payment default that
resulted from such acceleration); (f) make the principal of or interest on
any Note payable in any currency other than that stated in the Note; (g) make
any change in Sections 7.8, 7.13, or 10.3 of the Indenture; or (h) waive a
redemption payment with respect to any Note. The Indenture also provides that
the Holders of not less than a majority in principal amount of the outstanding
Notes may on behalf of the Holders of all the Notes waive any past Default
under
the Indenture with respect to the Notes and its consequences, except a Default
(i) in the payment of the principal of or interest on any Note (provided,
however, that the Holders of a majority in principal amount of the outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration) or (ii) in respect of
a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each outstanding Notes 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. Any such waiver by the Holders of the Notes shall be
conclusive and binding upon the Holder of this Note and upon all future Holders
and owners of this Note and of any Note issued upon the transfer hereof or
in
exchange or substitution hereof.
No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
time, place and rate, and in the coin or currency, herein and in the Indenture
prescribed.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable by the Holder hereof on the register
of
the Company, upon due presentment of this Note for registration of transfer
at
the office of the Registrar, or at the office of any co-registrar duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory
to,
the Company and the Registrar or any such co-registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one
or
more new Notes of authorized denominations and for an equal principal amount
will be issued to the designated transferee or transferees.
3
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith.
The
Notes
are issuable only as registered Notes without coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject
to
certain limitations therein set forth, Notes are exchangeable for new Notes
of
any authorized denominations of an equal principal amount as requested by the
Holder surrendering the same.
Notwithstanding
the other provisions of the Indenture, payment of the principal of and interest,
if any, on any Note represented by a Global Security shall be made to the Holder
thereof. The Company and the Trustee understand that interest on any such Global
Security will be disbursed or credited by the Depository to the persons having
beneficial ownership thereof pursuant to a book-entry or other system maintained
by the Depository.
Except
as
provided in the foregoing paragraph, the Company, the Trustee and any Agent
shall treat a person as the Holder of such principal amount of outstanding
Notes
represented by a Global Security as shall be specified in a written statement
of
the Depository with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.
The
Holder of this Note shall not have recourse for the payment of principal of
or
interest on this Note or for any claim based on this Note or the Indenture
against any director, officer, employee or stockholder, as such, of the Company.
By acceptance of this Note, the Holder waives and releases all such
liability.
THE
INDENTURE AND THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
All
terms
used but not defined in this Note which are defined in the Indenture shall
have
the meanings assigned to them in the Indenture.
Unless
the certificate of authentication has been executed by manual signature of
the
Trustee, this Note shall not be valid.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
manually or in facsimile.
Dated:
June 13, 2006
AUTOZONE,
INC.
By:
Title:
By:
Title:
4
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the
Series
designated therein, referred to
in
the
within-mentioned Indenture.
X.X.
XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO BANK
ONE
TRUST COMPANY, N.A.),
as
Trustee
By:
Authorized
Officer
5
