EXHIBIT 4.1
FORM OF NOTE
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, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY
OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES 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 SECURITIES DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES 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
CUSIP: 053332 AD 4 $200,000,000
ISIN: US053332AD45
AUTOZONE, INC.
4.375% Senior Note due 2013
Original Issue Date: June 3, 2003
Interest Payment Dates: December 1 and June 1
Maturity Date: June 1, 2013
Interest Rate: 4.375%
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. The Company will
pay interest semiannually on the Interest Payment Dates, commencing on December
1, 2003. 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
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interest, which shall be the May 15 or the November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Company, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange upon which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture. The
Company will pay interest on overdue principal, overdue premium, if any, and
overdue installments of interest, if any, from time to time on demand at the
interest rate borne by the Notes to the extent lawful.
In the event this Global Note is surrendered in exchange for Notes in
definitive form, principal and interest payable with respect to Notes in
definitive form will be payable at the office or agency of the Company
maintained for that purpose in New York, New York (the Place of Payment), 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; provided, however, that
payment of interest payable with respect to such Notes in definitive form, may
be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.
This Note is one of a duly authorized issue of securities of the
Company (the "Securities") evidencing its unsecured indebtedness, of the series
hereinafter specified, all issued under and pursuant to a senior indenture,
dated as of July 22, 1998, (herein referred to as the "Indenture"), duly
executed and delivered by the Company and Bank One Trust Company, N.A., (as
successor in interest to The First National Bank of Chicago), as Trustee
(hereinafter called 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 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
"4.375% Notes due 2013" 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 similar 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.
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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; or (ii)
as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on such Notes (not
including any portion of such payments of interest accrued to the redemption
date) 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 0.20%.
"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 in accordance with 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
redemption date, 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 Citigroup Global Markets Inc. or SunTrust
Capital Markets, Inc. or another Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of Citigroup Global Markets Inc.
and SunTrust Capital Markets, Inc. and their respective successors and any other
primary treasury dealer the Company shall select; provided, however, that if any
of the foregoing shall cease to be a primary treasury dealer in New York City,
the Company shall substitute therefor another primary treasury dealer.
"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.
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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, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture provides that in certain events such declaration and its
consequences may be waived by the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. Any such waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder 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,
irrespective of whether or not any notation of such waiver is made upon this
Note or such other Notes.
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 all Outstanding Securities or, in certain cases,
of the Outstanding Securities of each series to be affected, evidenced as in the
Indenture provided, to execute 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 Securities of each such series; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of the principal
amount thereof or the rate of interest, if any, thereon, or any premium payable
upon the redemption thereof, or change the coin or currency in which any
Security or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date or
Repayment Date, as the case may be) or (ii) reduce the percentage in principal
amount of the Outstanding Securities or the Outstanding Securities of any
particular series, the consent of whose Holders is required for any such
supplemental indenture or the consent of whose Holders is required for any
waiver of compliance with certain provisions of the Indenture or certain
defaults thereunder or their consequences provided for in the Indenture. It is
also provided in the Indenture that prior to the acceleration of maturity of the
Securities of any particular series upon the occurrence of an Event of Default
with respect to such series as permitted by the Indenture, the Holders of a
majority in aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the Holders of all of the Securities of such
series waive any past default under the Indenture with respect to Securities of
such series and its consequences, except a default in the payment of the
principal of or premium, if any, or interest, if any, on any of the Securities
of such series. Any such consent or waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued upon transfer hereof or in exchange or substitution hereof, irrespective
of whether or not any notation of such consent or waiver is made upon this Note
or such other Notes.
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 premium, if any, and
interest on this Note at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
5
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
security Register of the Company, upon due presentment of this Note for
registration of transfer at the office of the Security Registrar, or at the
office of any Security Co-Registrar duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to, the Company and the
Security Registrar or any such Security 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 the same aggregate principal
amount will be issued to the designated transferee or transferees.
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 the same aggregate
principal amount as requested by the Holder surrendering the same. If definitive
Notes are so delivered, the Company may make such changes to the form of this
Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
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 tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer, the Company, the
Trustee, the Security Registrar, any Security Co-Registrar and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee, the Security Registrar,
any Security, the Registrar nor any such agent shall be affected by notice to
the contrary.
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 or stockholder, past, present or future,
of the Company. By acceptance of this Note, the Holder waives any such claim
against any such Person.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
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 thereon has been executed by
the Trustee under such indenture, this Note shall not be entitled to any benefit
under such Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed manually or in facsimile.
Dated: June 3, 2003
AUTOZONE, INC.
By:_____________________________
Title:
By:_____________________________
Title:
Dated: June 3, 2003
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein, referred to in
the within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A., as Trustee
By:________________________________
Authorized Officer
