AUTOZONE, INC. (a Nevada corporation) 6.500% SENIOR NOTES DUE 2014 and 7.125% SENIOR NOTES DUE 2018 UNDERWRITING AGREEMENT Dated: July 29, 2008Underwriting Agreement • July 31st, 2008 • 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 Banc of America Securities LLC is acting as representative (the “Representative”), $500,000,000 aggregate principal amount of its 6.500% Senior Notes Due 2014 (the “2014 Notes”) and $250,000,000 aggregate principal amount of its 7.125% Senior Notes Due 2018 (the “2018 Notes”; and together with the 2014 Notes, the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of August 8, 2003 (as supplemented by officers’ certificates to be dated as of August 4, 2008, 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”).
