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 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
FORM OF NOTEAutozone Inc • May 30th, 2003 • Retail-auto & home supply stores • New York
