EXHIBIT
      10.22

     

    SECOND
      AMENDMENT TO CREDIT AGREEMENT

    


    THIS
      SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
      dated
      as of August 3, 2007 is by and among AUTOZONE, INC., a
      Nevada
      corporation (the “Borrower”),
      the
      Lenders party hereto, BANK OF AMERICA, N.A., as
      Administrative Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication
      Agent.

    


    WITNESSETH

    


    WHEREAS,
      a $300,000,000 term loan has been established pursuant to the terms of that
      certain Credit Agreement dated as of December 23, 2004 (as amended by that
      certain First Amendment to Credit Agreement dated as of May 5, 2006 and as
      otherwise amended, restated, modified or supplemented from time to time, the
      “Credit
      Agreement”)
      among
      the Borrower, the Lenders from time to time party thereto, the Administrative
      Agent and the Co-Syndication Agent;

    


    WHEREAS,
      the Borrower has requested that the Lenders amend the Credit Agreement to modify
      certain provisions contained therein; and

    


    WHEREAS,
      the Lenders have agreed to amend the Credit Agreement on the terms and subject
      to the conditions set forth herein.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

    


    1. Defined
      Terms.
      Capitalized terms used herein but not otherwise defined herein shall have the
      meanings provided to such terms in the Credit Agreement.

    


    2. Amendments.
      Effective upon the satisfaction of the conditions precedent set forth in Section
      3 hereof, the Credit Agreement is hereby amended by deleting Schedule
      1.1(a)
      thereto
      in its entirety and replacing it with Schedule
      1.1(a)
      attached
      hereto as Exhibit
      A.

    


    3. Condition
      Precedent.
      This
      Amendment shall become effective as of the date hereof (the “Second
      Amendment Effective Date”)
      upon
      receipt by the Administrative Agent of the following:

    


    (a) Amendment.
      Counterparts of this Amendment duly executed by the Borrower and the
      Lenders;

    


    (b) Fees.
      Any
      fees required to be paid on or before the Second Amendment Effective Date shall
      have been paid.

    


    (c) Attorney
      Costs.
      Unless
      waived by the Administrative Agent, the Borrower shall have paid all costs
      and
      expenses of Moore & Van Allen PLLC, outside counsel to the Administrative
      Agent, incurred pursuant to Section 6 of this Amendment to the extent invoiced
      prior to or on the Second Amendment Effective Date, plus
      such
      additional amounts as shall constitute its reasonable estimate of such costs
      and
      expenses incurred or to be incurred by it through the closing proceedings
      (provided that such estimate shall not thereafter preclude a final settling
      of
      accounts between the Borrower and the Administrative Agent).

    


    (d) Accuracy
      of Representations and Warranties.
      The
      representations and warranties of the Borrower and each other Loan Party
      contained in Section 4 hereof shall be true and correct on and as of the Second
      Amendment Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e) No
      Default.
      No
      Default shall exist and be continuing as of the Second Amendment Effective
      Date.

    


    4. Representations
      and Warranties.
      The
      Borrower hereby
      represents and warrants that (a) it has the requisite organizational power
      and
      authority to execute, deliver and perform this Amendment, (b) it is duly
      authorized to, and has been authorized by all necessary organizational action
      to, execute, deliver and perform this Amendment, (c) no
      consent, approval, authorization or order of, or filing, registration or
      qualification with, any court or governmental authority or third party is
      required in connection with the execution, delivery or performance by it of
      this
      Amendment, (d) the execution, delivery and performance by it of this Amendment
      do not and will not conflict with, result in a breach of or constitute a default
      under the articles of incorporation, bylaws or other organizational documents
      of
      the Borrower or any of its Subsidiaries or any indenture or other material
      agreement or instrument to which any such Person is a party or by which any
      of
      its properties may be bound or the approval of any Governmental Authority
      relating to such Person except as could not reasonably be expected to have
      a
      Material Adverse Effect, (e)
      the
      representations and warranties contained in Article
      V
      of the
      Credit Agreement are true and correct in all material respects on and as of
      the
      date hereof as though made on and as of such date (except for those which
      expressly relate to an earlier date) and (f) after giving effect to this
      Amendment, no Default or Event of Default exists under the Credit Agreement
      on
      and as of the date hereof or will occur as a result of the transactions
      contemplated hereby. 

    


    5. No
      Other Changes; Ratification.
      Except
      as expressly modified hereby, all of the terms and provisions of the Credit
      Agreement (including schedules, amendments and exhibits thereto) and the other
      Credit Documents shall remain in full force and effect. The term “this
      Agreement” or “Credit Agreement” and all similar references as used in each of
      the Credit Documents shall hereafter mean the Credit Agreement as amended by
      this Amendment. Except as herein specifically agreed, the Credit Agreement
      is
      hereby ratified and confirmed and shall remain in full force and effect
      according to its terms.

    


    6. Costs
      and Expenses.
      The
      Borrower agrees to pay all reasonable costs and expenses of the Administrative
      Agent in connection with the preparation, execution and delivery of this
      Amendment, including without limitation the reasonable fees and expenses of
      Moore & Van Allen, PLLC.

    


    7. Counterparts;
      Facsimile.
      This
      Amendment may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original and it shall not be necessary
      in making proof of this Amendment to produce or account for more than one such
      counterpart. Delivery of an executed counterpart of this Amendment by telecopy
      or electronic mail by any party hereto shall be effective as such party’s
      original executed counterpart.

    


    8. Governing
      Law.
      This
      Amendment shall be deemed to be a contract made under, and for all purposes
      shall be construed in accordance with, the laws of the State of New
      York.

    


    9. Entirety.
      This
      Amendment and the other Credit Documents embody the entire agreement between
      the
      parties and supersede all prior agreements and understandings, if any, relating
      to the subject matter hereof. This Amendment and the other Credit Documents
      represent the final agreement between the parties and may not be contradicted
      by
      evidence of prior, contemporaneous or subsequent oral agreements of the parties.
      There are no oral agreements between the parties.

    


    


    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
      Amendment to be duly executed and delivered as of the date first above
      written.

    
      	 	 	 
	BORROWER:	AUTOZONE,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Brian L. Campbell
	 	
              

              Name:
                Brian L. Campbell

              Title:
                Vice President & Treasurer

            
	 	
            


      	 	 	 
	
            	By:  	/s/
              William T. Giles
	 	
              

              Name:
                William T. Giles

              Title:
                Executive Vice President &
CFO

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              ADMINISTRATIVE
                AGENT:

            	BANK
              OF AMERICA, N.A.,
              
	 	
              as
                Administrative Agent

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Thomas Kainamura
	 	
              

              Name:
                Thomas Kainamura

              Title:
                Vice President

            
	 	
            


      	 	 	 
	LENDERS: 	BANK
              OF
              AMERICA, N.A., 
	 	as a Lender
	 
 	 
 	 
 
	
            	By:  	/s/
              Thomas Kainamura
	 	
              

              Name:
                Thomas Kainamura

              Title:
                Vice President 

            
	 	
            


    

    
      	 	 	 
	 	Wachovia
              Bank, National Association
	 
 	 
 	 
 
	
            	By:  	/s/
              Anthony D. Braxton
	 	
              

              Name:
                Anthony D. Braxton

              Title:
                Director

            
	 	
            


    

    
      	 	 	 
	 	BNP
              PARIBAS
	 
 	 
 	 
 
	
            	By:  	/s/
              Simone Vinocour
	 	
              

              Name:
                Simone Vinocour

              Title
                :Director

            
	 	
            


    

    
      	 	 	 
	 	Regions
              Bank
	 
 	 
 	 
 
	
            	By:  	/s/
              Bryan W. Ford
	 	
              

              Name:
                Bryan W. Ford

              Title:
                Senior Vice President

            
	 	
            


    

    
      	 	 	 
	 	Mizuho
              Corporate Bank, Ltd. 
	 
 	 
 	 
 
	
            	By:  	/s/
              Makoto Murata
	 	
              

              Name:
                Makoto Murata

              Title:
                Deputy General Manager

            
	 	
            


    

    
      	 	 	 
	 	[Calyon
              New York Branch]
	 
 	 
 	 
 
	
            	By:  	/s/
              Samuel Hill 
	 	
              

              Name:
                Samuel Hill

              Title:
                Managing Director / Region Head

            
	 	
            


    

    
      	 	 	 
	
            	By:  	/s/
              Brian Myers
	 	
              

              Name:
                Brian Myers

              Title:
                Managing Director

            
	 	
            


    

    
      	 	 	 
	 	
              Union
                Bank of California, N.A. 

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Tawny J. Palovchik
	 	
              

              Name:
                Tawny J. Palovchik

              Title:
                Investment Banking Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	Fifth
              Third Bank, N.A.
	 
 	 
 	 
 
	
            	By:  	/s/
              John K. Perez
	 	
              

              Name:
                John K. Perez

              Title:
                Vice President

            
	 	
            


    

    
      	 	 	 
	 	U.S.
              Bank
              N.A.
	 
 	 
 	 
 
	
            	By:  	/s/
              Michael P. Dickman
	 	
              

              Name:
                Michael P. Dickman

              Title:
                Vice President

               
                U.S. Bank, N.A.

            
	 	
            


    

    
      	 	 	 
	 	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Doug
              Barnell
	 	
              

              Name:
                Doug Barnell

              Title:
                Manager, Southwest Corporate

            
	 	
            


    

    
      	 	 	 
	 	
              National
                City Bank

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Jennifer Obers
	 	
              

              Name:
                Jennifer Obers

              Title:
                Portfolio Manager

            
	 	
            


    

    
      	 	 	 
	 	
              THE
                CHIBA BANK, LTD., NEW YORK BRANCH

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Morio Tsumita
	 	
              

              Name:
                Morio Tsumita

              Title:
                General Manager

            
	 	
            


      	 	 	 
	 	
              Comerica
                Bank

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Heather A. Whiting
	 	
              

              Name:
                Heather A. Whiting

              Title:
                Vice President

            
	 	
            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    Schedule
      1.1(a)

    


    APPLICABLE
      PERCENTAGE

    


    
      	
              Pricing

              Level

            	
               

            	
              S&P/Moody’s

              Rating

            	
               

            	
              Applicable
                Margin

              for

              Eurodollar
                Loans

            	
               

            	
              Applicable
                Margin 
for 
Base
                Rate Loans

            
	
              Level
                I

            	 	
              A-/A3
                or above

            	 	
              30.0
                bps

            	 	
              0

            
	
              Level
                II

            	 	
              BBB+/Baa1

            	 	
              35.0
                bps

            	 	
              0

            
	
              Level
                III

            	 	
              BBB/Baa2
                

            	 	
              45.0
                bps

            	 	
              0

            
	
              Level
                IV

            	 	
              BBB-/Baa3

            	 	
              62.5
                bps

            	 	
              0

            
	
              Level
                V

            	 	
              Below
                BBB-/Baa3 

            	 	
              90.0
                bps

            	 	
              0

            


    

    


    The
      Applicable Percentage shall be based on the applicable Pricing Level
      corresponding to the Rating(s) then in effect. In the event of a Split Rating,
      the applicable Pricing Level shall be based on the higher Rating. In the event
      of a Double Split Rating, the applicable Pricing Level shall be based on the
      Pricing Level which is one above that corresponding to the lower Rating. If
      no
      Rating exists, the applicable Pricing Level shall be based on Pricing Level
      V
      until the earlier of (A) such time as S&P and/or Moody’s provides another
      Rating or (B) the Required Lenders have agreed to an alternative pricing grid
      or
      other method for determining Pricing Levels pursuant to an effective amendment
      to this Credit Agreement.

     

    As
      used
      herein:

    


    "Rating"
      means
      the senior unsecured (non-credit enhanced) long term debt rating of the
      Borrower, as published by S&P and/or Moody’s.

    


    "Split
      Rating"
      means
      the ratings of S&P and Moody’s would indicate different Pricing Levels, but
      the Pricing Levels are not more than one Pricing Level apart.

    


    "Double
      Split Rating"
      means
      the ratings of S&P and Moody’s would indicate different Pricing Levels, but
      the Pricing Levels are two or more Pricing Levels apart.