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.
6.500% Senior Note due
2014
Original Issue
Date: August 4, 2008
Interest Payment Dates: January 15 and July 15
Maturity Date: January 15, 2014
Interest Rate: 6.500%
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
five 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 January 15, 2009. 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.
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 The Bank of New York Mellon Trust
Company, N.A. (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
“6.500% Senior Notes due 2014” of the Company (herein
referred to as the “Notes”), initially issued in an
aggregate principal amount of five hundred million dollars
($500,000,000). 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 50 b
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