Credit Agreement


EXHIBIT 10.2

364-DAY CREDIT AGREEMENT

 

Dated as of May 23, 2000

 

among

 

AUTOZONE, INC.,

as Borrower,

 

 

THE SEVERAL LENDERS

FROM TIME TO TIME PARTY HERETO

 

AND

 

BANK OF AMERICA, N.A.,

as Administrative Agent

and

THE CHASE MANHATTAN BANK,

as Syndication Agent

_____________________________________________________________________________

BANC OF AMERICA SECURITIES, LLC

and

CHASE SECURITIES, INC.,

as

Lead Arrangers and Book Managers

and

BANK ONE, NA

and

FLEET NATIONAL BANK

as

Co-Documentation Agents






TABLE OF CONTENTS












SECTION 1 DEFINITIONS

1.1     Definitions.

1.2     Incorporated Definitions.

1.3     Computation of Time Periods.

1.4     Accounting Terms.

SECTION 2 CREDIT FACILITY
2.1     Revolving Loans.

2.2     Competitive Loan Subfacility.

2.3     [intentionally left blank]

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITY
3.1     Default Rate.

3.2     Extension and Conversion.

3.3     Prepayments.

3.4     Termination, Reduction and Increase of
Committed Amount.

3.5     Fees.

3.6     Capital Adequacy.

3.7     Inability To Determine Interest Rate.

3.8     Illegality.

3.9     Yield Protection.

3.10     Withholding Tax Exemption.

3.11     Indemnity.

3.12     Pro Rata Treatment.

3.13     Sharing of Payments.

3.14     Payments, Computations, Etc.

3.15     Evidence of Debt.

3.16     Replacement of Lenders.

SECTION 4 CONDITIONS
4.1     Closing Conditions.

4.2     Conditions to all Extensions of Credit.

SECTION 5 REPRESENTATIONS AND WARRANTIES
5.1     Organization; Existence; Compliance with
Law.

5.2     Power; Authorization; Enforceable Obligations.

5.3     No Legal Bar.

5.4     Governmental Regulations.

5.5     Purpose of Loans.

5.6     Incorporated Representations and Warranties.

SECTION 6 COVENANTS
6.1     Use of Proceeds.

6.2     Incorporated Covenants.

SECTION 7     [intentionally left blank]
SECTION 8 EVENTS OF DEFAULT

8.1     Events of Default.

8.2     Acceleration; Remedies.

SECTION 9 AGENCY PROVISIONS
9.1     Appointment.

9.2     Delegation of Duties.

9.3     Exculpatory Provisions.

9.4     Reliance on Communications.

9.5     Notice of Default.

9.6     Non-Reliance on Administrative Agent and
Other Lenders.

9.7     Indemnification.

9.8     Administrative Agent in its Individual
Capacity.

9.9     Successor Administrative Agent.

9.10     Syndication Agent.

SECTION 10 MISCELLANEOUS
10.1     Notices.

10.2     Right of Set-Off.

10.3     Benefit of Agreement.

10.4     No Waiver; Remedies Cumulative.

10.5     Payment of Expenses, etc.

10.6     Amendments, Waivers and Consents.

10.7     Counterparts.

10.8     Headings.

10.9     Survival.

10.10     Governing Law; Submission to Jurisdiction;
Venue.

10.11     Severability.

10.12     Entirety.

10.13     Binding Effect; Termination.

10.14     Confidentiality.

10.15     Source of Funds.

10.16     Conflict.




SCHEDULES


Schedule 1.1 Applicable Percentage

Schedule 2.1(a) Lenders

Schedule 2.1(b)(i) Form of Notice of Borrowing

Schedule 2.1(e) Form of Revolving Note

Schedule 2.2(f) Form of Competitive Note

Schedule 3.2 Form of Notice of Extension/Conversion

Schedule 3.4(b) Form of New Commitment Agreement

Schedule 4.1(e) Form of Legal Opinion

Schedule 6.2 Form of Officer's Compliance Certificate

Schedule 10.3(b) Form of Assignment and Acceptance





364-DAY CREDIT AGREEMENT










THIS 364-DAY CREDIT AGREEMENT dated as of May 23, 2000 (the "Credit
Agreement"), is by and among AUTOZONE, INC., a Nevada corporation
(the "Borrower"), the several lenders identified on the signature
pages hereto and such other lenders as may from time to time become a party
hereto (the "Lenders"), BANK OF AMERICA, N.A., as administrative
agent for the Lenders (in such capacity, the "Administrative Agent")
and THE CHASE MANHATTAN BANK, as syndication agent (in such capacity,
the "Syndication Agent").


W I T N E S S E T H


WHEREAS, the Borrower has requested that the Lenders provide
a $650,000,000 credit facility (as such credit facility may be increased
or decreased pursuant to the terms hereof) for the purposes hereinafter
set forth;

WHEREAS, the Lenders have agreed to make the requested credit
facility available to the Borrower on the terms and conditions hereinafter
set forth;

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:

 

 




SECTION 1

DEFINITIONS


1.1 Definitions.

As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

"Agency Services Address" means Bank of America, N.A., Agency
Administrative Services, 1850 Gateway Boulevard, 5th Floor,
Concord, California 94520-3281, Attention: Jennifer Reeves, or such other
address as may be identified by written notice from the Administrative
Agent to the Borrower.

"Administrative Agent" shall have the meaning assigned to such
term in the heading hereof, together with any successors or assigns.

"Applicable Percentage" means, for purposes of calculating the
applicable interest rate for any day for any Revolving Loan, the applicable
rate of the Facility Fee for any day for purposes of Section 3.5(a) or
the applicable rate of the Utilization Fee for any day for purposes of
Section 3.5(c), the appropriate applicable percentage set forth on Schedule
1.1 The Applicable Percentages shall be determined and adjusted on
the following dates (each a "Calculation Date"):

(i) where the Borrower has a senior unsecured (non-credit enhanced)
long term debt rating from S&P and/or Moody's, five (5) Business Days
after receipt of notice by the Administrative Agent of a change in any
such debt rating, based on such debt rating(s); and
(ii) where the Borrower previously had a senior unsecured (non-credit
enhanced) long term debt rating from S&P and/or Moody's, but either
or both of S&P and Moody's withdraws its rating such that the Borrower's
senior unsecured (non-credit enhanced) long term debt no longer is rated
by either S&P or Moody's, five (5) Business Days after receipt by the
Administrative Agent of notice of the withdrawal of the last to exist of
such previous debt ratings, based on Pricing Level V until the earlier
of (A) such time as S&P and/or Moody's provides another rating for
such debt of the Borrower 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.



The Applicable Percentage shall be effective from a Calculation Date until
the next such Calculation Date. The Administrative Agent shall determine
the appropriate Applicable Percentages promptly upon receipt of the notices
and information necessary to make such determination and shall promptly
notify the Borrower and the Lenders of any change thereof. Such determinations
by the Administrative Agent shall be conclusive absent manifest error.
The Applicable Percentage from the Closing Date shall be based on Pricing
Level II, subject to adjustment as provided herein.

"Approving Lenders" has the meaning set forth in Section 3.4(d).

"Bank of America" means Bank of America, N.A. and its successors.

"Base Rate Loan" means any Loan bearing interest at a rate determined
by reference to the Base Rate.

"Borrower" means the Person identified as such in the heading
hereof, together with any permitted successors and assigns

"Calculation Date" has the meaning set forth in the definition
of Applicable Percentage.

"Closing Date" means the date hereof.

"Committed Amount" shall have the meaning assigned to such term
in Section 2.1(a).

"Commitment" means, with respect to each Lender, the commitment
of such Lender in an aggregate principal amount at any time outstanding
not to exceed the amount set forth opposite such Lender's name on Schedule
2.1(a) (as such amount may be reduced or increased from time to time
in accordance with the provisions of this Credit Agreement), to make Loans
in accordance with the provisions of Section 2.1(a).

"Commitment Percentage" means, for any Lender, the percentage
which such Lender's Commitment then constitutes of the aggregate Committed
Amount.

"Competitive Bid" means an offer by a Lender to make a Competitive
Loan pursuant to the terms of Section 2.2.

"Competitive Bid Rate" means, as to any Competitive Bid made
by a Lender in accordance with the provisions of Section 2.2, the fixed
rate of interest offered by the Lender making the Competitive Bid.

"Competitive Loan" means a loan made by a Lender in its discretion
pursuant to the provisions of Section 2.2.

"Competitive Note" means a promissory note of the Borrower in
favor of a Lender delivered pursuant to Section 2.2(f) and evidencing the
Competitive Loans, if any, of such Lender, as such promissory note may
be amended, modified, restated or replaced from time to time.

"Credit Documents" means a collective reference to this Credit
Agreement, the Notes, and all other related agreements and documents issued
or delivered hereunder or thereunder or pursuant hereto or thereto.

"Default" means any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

"Designating Lender" has the meaning set forth in Section 10.3(e).

"Disapproving Lenders" has the meaning set forth in Section 3.4(d).

"Dollars" and "$" means dollars in lawful currency of
the United States of America.

"Eurodollar Loan" means any Loan bearing interest at a rate determined
by reference to the Eurodollar Rate.

"Event of Default" means such term as defined in Section 8.1.

"Existing Credit Agreements" means collectively, (i) that certain
Credit Agreement, dated as of December 20, 1996, as amended by Amendment
No. 1 to Credit Agreement dated as of February 10, 1998, Amendment No.
2 to Credit Agreement dated as of November 13, 1998 and Amendment No. 3
to Credit Agreement dated as of March 28, 2000, by and among the Borrower,
the lenders party thereto and Bank of America, formerly known as NationsBank,
N.A., as Agent and (ii) that certain Credit Agreement dated as of November
13, 1998, as amended by Amendment No. 1 to Credit Agreement dated as of
July 16, 1999 and Amendment No. 2 to Credit Agreement dated as of March
28, 2000 by and among the Borrower, the lenders party thereto and Bank
of America, formerly known as NationsBank, N.A. as Agent.

"Facilities" means a collective reference to (i) the revolving
loan facility established pursuant to Section 2.1 and (ii) the Five-Year
Revolver.

"Facility Fee" shall have the meaning assigned to such term in
Section 3.5(a).

"Facility Fee Calculation Period" shall have the meaning assigned
to such term in Section 3.5(a).

"Fees" means all fees payable pursuant to Section 3.5.

"Financial Officer" means, with respect to the Borrower, the
Treasurer, the Chief Accounting Officer, the General Counsel, the Chief
Financial Officer or the Vice President-Finance of the Borrower; provided
that the Borrower may designate additional persons or delete persons so
authorized by written notice to the Administrative Agent from at least
two existing Financial Officers of the Borrower.

"Five-Year Revolver" means the revolving loan facility established
pursuant to the Five-Year Credit Agreement.

"Five-Year Credit Agreement" means that certain Five-Year Credit
Agreement dated as of the date hereof among the Borrower, the lenders party
thereto, Bank of America, as administrative agent and The Chase Manhattan
Bank, as syndication agent.

"Interest Payment Date" means (i) as to any Base Rate Loan, the
last day of each March, June, September and December, the date of repayment
of principal of such Loan and the Termination Date and (ii) as to any Eurodollar
Loan, the last day of each Interest Period for such Loan, the date of repayment
of principal of such Loan and on the Termination Date, and in addition
where the applicable Interest Period is more than 3 months, then also on
the date 3 months from the beginning of the Interest Period, and each 3
months thereafter. If an Interest Payment Date falls on a date which is
not a Business Day, such Interest Payment Date shall be deemed to be the
next succeeding Business Day, except that in the case of
Eurodollar Loans where the next succeeding Business Day falls in the next
succeeding calendar month, then on the next preceding Business Day.

"Interest Period" means (i) as to any Eurodollar Loan, a period
of one, two, three or six month's duration, as the Borrower may elect,
commencing in each case, on the date of the borrowing (including conversions,
extensions and renewals) and (ii) as to any Competitive Loan, a period
commencing in each case on the date of the borrowing and ending on the
date specified in the applicable Competitive Bid whereby the offer to make
such Competitive Loan was extended (such ending date in any event to be
no less than one week and not more than 180 days from the date of the borrowing;
provided,
however,
(A) if any Interest Period would end on a day which is not a Business Day,
such Interest Period shall be extended to the next succeeding Business
Day (except that in the case of Eurodollar Loans where the next succeeding
Business Day falls in the next succeeding calendar month, then on the next
preceding Business Day), (B) no Interest Period shall extend beyond the
Termination Date, and (C) in the case of Eurodollar Loans, where an Interest
Period begins on a day for which there is no numerically corresponding
day in the calendar month in which the Interest Period is to end, such
Interest Period shall end on the last day of such calendar month.

"Lenders" means each of the Persons identified as a "Lender"
on the signature pages hereto, and each Person which may become a Lender
by way of assignment in accordance with the terms hereof, together with
their successors and permitted assigns.

"Lending Installation" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such
Lender or the Administrative Agent.

"Loan" or "Loans" means the Revolving Loans and/or the
Competitive Loans, individually or collectively, as appropriate.

"Master Account" means such account as may be identified by written
notice from at least two Financial Officers of the Borrower to the Administrative
Agent.

"Moody's" means Moody's Investors Service, Inc., or any successor
or assignee of the business of such company in the business of rating securities.

"Note" means any Revolving Note or any Competitive Note, as the
context may require.

"Notice of Borrowing" means a written notice of borrowing in
substantially the form of Schedule 2.1(b)(i), as required by Section
2.1(b)(i).

"Notice of Extension/Conversion" means the written notice of
extension or conversion in substantially the form of Schedule 3.2,
as required by Section 3.2.

"Participation Interest" means, the extension of credit by a
Lender by way of a purchase of a participation or in any Loans as provided
in Section 3.13.

"Pricing Level" means the applicable pricing level for the Applicable
Percentage shown in Schedule 1.1.

"Register" shall have the meaning given such term in Section
10.3(c).

"Required Lenders" means, at any time, Lenders which are then
in compliance with their obligations hereunder (as determined by the Administrative
Agent) and holding in the aggregate at least 51% of (i) the Commitment
Percentages or (ii) if the Commitments have been terminated, the outstanding
Loans and Participation Interests.

"Revolving Loans" shall have the meaning assigned to such term
in Section 2.1(a).

"Revolving Note" means a promissory note of the Borrower in favor
of a Lender delivered pursuant to Section 2.1(e) and evidencing the Revolving
Loans of such Lender, as such promissory note may be amended, modified,
restated or replaced from time to time.

"S&P" means Standard & Poor's Ratings Group, a division
of McGraw Hill, Inc., or any successor or assignee of the business of such
division in the business of rating securities.

"SPV" has the meaning set forth in Section 10.3(e).

"Syndication Agent" shall have the meaning assigned to such term
in the heading hereof together with any successors and assigns.

"Termination Date" means May 22, 2001, as such date may be extended
pursuant to Section 3.4.

"Utilization Fee" shall have the meaning set forth in Section
3.5(c).

"Utilization Fee Period" shall have the meaning assigned to such
term in Section 3.5(c).

1.2 Incorporated Definitions.

All capitalized terms not otherwise defined herein shall have the respective
meanings assigned to such terms in the Five-Year Credit Agreement, as in
effect as of the date hereof (the "Incorporated Definitions"). The incorporation
by reference to the Five-Year Credit Agreement of the Incorporated Definitions
pursuant to this Section 1.2 shall survive the termination of the Five-Year
Credit Agreement. For purposes of the incorporation of the Incorporated
Definitions pursuant to this Section 1.2, all references in the Incorporated
Definitions to the "Administrative Agent" shall be deemed to refer to the
Administrative Agent hereunder, all references in the Incorporated Definitions
to a "Lender" or the "Lenders" shall be deemed to refer to one or more
of the Lenders hereunder, all references in the Incorporated Definitions
to the "Required Lenders" shall be deemed to refer to the Required Lenders
hereunder, all references in the Incorporated Definitions to the "Credit
Agreement," or any similar references, shall be deemed to refer to this
Credit Agreement, all references in the Incorporated Definitions to a "Note"
or the "Notes" shall be deemed to refer to one or more of the Notes issued
pursuant to Section 2.1(e) hereof and all references in the Incorporated
Definitions to a "Credit Document" or the "Credit Documents," or any similar
references, shall be deemed to refer to one or more of the Credit Documents
as defined in Section 1.1 hereof.

1.3 Computation of Time Periods.

For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to
but excluding."

1.4 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance
with this Credit Agreement shall (except as otherwise expressly provided
herein) be made by application of GAAP applied on a basis consistent with
the most recent annual or quarterly financial statements delivered pursuant
to Section 6.1 of the Incorporated Covenants; provided, however,
if (a) the Borrower shall object to determining such compliance on such
basis at the time of delivery of such financial statements due to any change
in GAAP or the rules promulgated with respect thereto or (b) the Administrative
Agent or the Required Lenders shall so object in writing within 30 days
after delivery of such financial statements, then such calculations shall
be made on a basis consistent with the most recent financial statements
delivered by the Borrower to the Lenders as to which no such objection
shall have been made.

 

 




SECTION 2

CREDIT FACILITY


2.1 Revolving Loans.

(a) Commitment. Subject to the terms and conditions hereof
and in reliance upon the representations and warranties set forth herein,
each Lender severally agrees to make available to the Borrower revolving
credit loans requested by the Borrower in Dollars ("Revolving Loans")
up to such Lender's Commitment from time to time from the Closing Date
until the Termination Date, or such earlier date as the Commitments shall
have been terminated as provided herein for the purposes hereinafter set
forth; provided, however, that the sum of the aggregate principal
amount of outstanding Revolving Loans shall not exceed SIX HUNDRED FIFTY
MILLION DOLLARS ($650,000,000.00) (as such aggregate maximum amount
may be reduced or increased from time to time as provided in Sections 3.3
and 3.4, the "Committed Amount"); provided, further,
(i) with regard to each Lender individually, such Lender's outstanding
Revolving Loans shall not exceed such Lender's Commitment, and (ii) with
regard to the Lenders collectively, the aggregate principal amount of outstanding
Revolving Loans plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the Committed Amount. Revolving Loans
may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof,
as the Borrower may request, and may be repaid and reborrowed in accordance
with the provisions hereof; provided, however, that no more
than 25 Eurodollar Loans shall be outstanding hereunder at any time. For
purposes hereof, Eurodollar Loans with different Interest Periods shall
be considered as separate Eurodollar Loans, even if they begin on the same
date, although borrowings, extensions and conversions may, in accordance
with the provisions hereof, be combined at the end of existing Interest
Periods to constitute a new Eurodollar Loan with a single Interest Period.
Revolving Loans hereunder may be repaid and reborrowed in accordance with
the provisions hereof.

(b) Revolving Loan Borrowings.
(i) Notice of Borrowing. The Borrower shall request a Revolving
Loan borrowing by written notice (or telephone notice promptly confirmed
in writing) to the Administrative Agent not later than 11:30 A.M. (Charlotte,
North Carolina time) on the Business Day of the requested borrowing in
the case of Base Rate Loans, and not later than 2:00 P.M. (Charlotte, North
Carolina time) on the third Business Day prior to the date of the requested
borrowing in the case of Eurodollar Loans. Each such request for borrowing
shall be irrevocable, executed by a Financial Officer of the Borrower and
shall specify (A) that a Revolving Loan is requested, (B) the date of the
requested borrowing (which shall be a Business Day), (C) the aggregate
principal amount to be borrowed, and (D) whether the borrowing shall be
comprised of Base Rate Loans, Eurodollar Loans or a combination thereof,
and if Eurodollar Loans are requested, the Interest Period(s) therefor.
If the Borrower shall fail to specify in any such Notice of Borrowing (I)
an applicable Interest Period in the case of a Eurodollar Loan, then such
notice shall be deemed to be a request for an Interest Period of one month,
or (II) the type of Revolving Loan requested, then such notice shall be
deemed to be a request for a Base Rate Loan hereunder. The Administrative
Agent shall give notice to each affected Lender promptly upon receipt of
each Notice of Borrowing pursuant to this Section 2.1(b)(i), the contents
thereof and each such Lender's share of any borrowing to be made pursuant
thereto.
(ii) Minimum Amounts. Each Eurodollar Loan or Base Rate Loan
that is a Revolving Loan shall be in a minimum aggregate principal amount
of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or
the remaining amount of the Committed Amount, if less).

(iii) Advances. Each Lender will make its Commitment Percentage
of each Revolving Loan borrowing available to the Administrative Agent
for the account of the Borrower as specified in Section 3.14(a),
or in such other manner as the Administrative Agent may specify in writing,
by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in
the applicable Notice of Borrowing in Dollars and in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by the Administrative Agent by crediting the
Master Account with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

 

 

(c) Repayment. The principal amount of all Revolving Loans shall
be due and payable in full on the Termination Date, subject to the provisions
of Sections 3.4(d) and (e).

(d) Interest. Subject to the provisions of Section 3.1,

(i) Base Rate Loans. During such periods as Revolving Loans
shall be comprised in whole or in part of Base Rate Loans, such Base Rate
Loans shall bear interest at a per annum rate equal to the Base Rate plus
the Applicable Percentage; and
(ii) Eurodollar Loans. During such periods as Revolving Loans
shall be comprised in whole or in part of Eurodollar Loans, such Eurodollar
Loans shall bear interest at a per annum rate equal to the Eurodollar Rate
plus
the Applicable Percentage.

 

 

Interest on Revolving Loans shall be payable in arrears on each applicable
Interest Payment Date (or at such other times as may be specified herein).

(e) Notes. The Revolving Loans made by each Lender shall be evidenced
by a duly executed promissory note of the Borrower to such Lender in an
original principal amount equal to such Lender's Commitment and in substantially
the form of Schedule 2.1(e).

 

2.2 Competitive Loan Subfacility.

(a) Competitive Loans. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, the
Borrower may, from time to time from the Closing Date until the Termination
Date, request and each Lender may, in its sole discretion, agree to make,
Competitive Loans in Dollars to the Borrower; provided, however,
that (i) the aggregate principal amount of outstanding Competitive Loans
shall not at any time exceed the Committed Amount, and (ii) the sum of
the aggregate principal amount of outstanding Revolving Loans plus
the aggregate principal amount of outstanding Competitive Loans shall not
at any time exceed the Committed Amount. Each Competitive Loan shall be
not less than $10,000,000 in the aggregate and integral multiples of $1,000,000
in excess thereof (or the remaining portion of the Committed Amount, if
less).
(b) Competitive Bid Requests. The Borrower may solicit by making
a written or telefax request to all of the Lenders for a Competitive Loan.
To be effective, such request must be received by each of the Lenders by
such time as determined by each such Lender in accordance with such Lender's
customary practices (in any event not to be later than 2:00 P.M. (Charlotte,
North Carolina time)) one Business Day prior to the date of the requested
borrowing and must specify (i) that a Competitive Loan is requested, (ii)
the amount of such Competitive Loan and (iii) the Interest Period for such
Competitive Loan.

(c) Competitive Bids. Upon receipt of a request by the Borrower
for a Competitive Loan, each Lender may, in its sole discretion, submit
a Competitive Bid containing an offer to make a Competitive Loan in an
amount up to the amount specified in the related request for Competitive
Loans. Such Competitive Bid shall be submitted to the Borrower by telephone
notice (to be immediately confirmed by telecopy) by such time as determined
by such Lender in accordance with such Lender's customary practices (in
any event not to be later than 10:30 A.M. (Charlotte, North Carolina time))
on the date of the requested Competitive Loan. Competitive Bids so made
shall be irrevocable. Each Competitive Bid shall specify (i) the date of
the proposed Competitive Loan, (ii) the maximum and minimum principal amounts
of the Competitive Loan for which such offer is being made (which may be
for all or a part of (but not more than) the amount requested by the Borrower),
(iii) the applicable Competitive Bid Rate, and (iv) the applicable Interest
Period.

(d) Acceptance of Competitive Bids. The Borrower may, before
such time as determined by the applicable Lender in accordance with such
Lender's customary practices (in any event until 1:00 P.M. (Charlotte,
North Carolina time)) on the date of the requested Competitive Loan, accept
any Competitive Bid by giving the applicable Lender and the Administrative
Agent telephone notice (immediately confirmed in writing) of (i) the Lender
or Lenders whose Competitive Bid(s) is/are accepted, (ii) the principal
amount of the Competitive Bid(s) so accepted and (iii) the Interest Period
of the Competitive Bid(s) so accepted. The Borrower may accept any Competitive
Bid in whole or in part; provided, however, that (a) the principal amount
of each Competitive Loan may not exceed the maximum amount offered in the
Competitive Bid and may not be less than the minimum amount offered in
the Competitive Bid, (b) the principal amount of each Competitive Loan
may not exceed the total amount requested pursuant to subsection (a) above,
(c) the Borrower shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if it has decided to reject a Competitive Bid made
at a lower Competitive Bid Rate and (d) if the Borrower shall accept a
Competitive Bid or Bids made at a particular Competitive Bid Rate but the
amount of such Competitive Bid or Bids shall cause the total amount of
Competitive Bids to be accepted by the Borrower to exceed the total amount
requested pursuant to subsection (a) above, then the Borrower shall accept
a portion of such Competitive Bid or Bids in an amount equal to the total
amount requested pursuant to subsection (a) above less the amount of other
Competitive Bids accepted with respect to such request, which acceptance,
in the case of multiple Competitive Bids at the same Competitive Bid Rate,
shall be made pro rata in accordance with each such Competitive Bid at
such Competitive Bid Rate. Competitive Bids so accepted by the Borrower
shall be irrevocable.

(e) Funding of Competitive Loans. Upon acceptance by the Borrower
pursuant to subsection (d) above of all or a portion of any Lender's Competitive
Bid, such Lender shall, before such time as determined by such Lender in
accordance with such Lender's customary practices, on the date of the requested
Competitive Loan, make such Competitive Loan available by crediting the
Master Account with the amount of such Competitive Loan.

(f) Competitive Notes. The Competitive Loans of each Lender shall
be evidenced by a single Competitive Note duly executed on behalf of the
Borrower, dated the date hereof, in substantially the form of Schedule
2.2(f), payable to the order of such Lender.

(g) Repayment of Competitive Loans. The Borrower shall repay
to each Lender which has made a Competitive Loan on the last day of the
Interest Period for such Competitive Loan the then unpaid principal amount
of such Competitive Loan. Unless the Borrower shall repay the maturing
Competitive Loan or give to notice to the Administrative Agent of its intent
to otherwise repay such Loan not later than 11:30 A.M. (Charlotte, North
Carolina time) on the last day of the Interest Period, the Borrower shall
be deemed to have requested a Revolving Loan advance comprised of Base
Rate Loans in the amount of the maturing Competitive Loan, the proceeds
of which will be used to repay such Competitive Loan.

(h) Interest on Competitive Loans. The Borrower shall pay interest
to each Lender on the unpaid principal amount of each Competitive Loan
from and including the date of such Competitive Loan to but excluding the
stated maturity date thereof, at the applicable Competitive Bid Rate for
such Competitive Loan (computed on the basis of the actual number of days
elapsed over a year of 360 days). Interest on Competitive Loans shall be
payable in arrears on each applicable Interest Payment Date (or at such
other times as may be specified herein).

(i) Limitation on Number of Competitive Loans. The Borrower shall
not request a Competitive Loan if, assuming the maximum amount of Competitive
Loans so requested is borrowed as of the date of such request, the sum
of the aggregate principal amount of outstanding Revolving Loans plus the
aggregate principal amount of outstanding Competitive Loans plus the aggregate
principal amount of outstanding Swingline Loans would exceed the aggregate
Committed Amount.

(j) Change in Procedures for Requesting Competitive Loans. The
Borrower and the Lenders hereby agree that, notwithstanding any other provision
to the contrary contained in this Credit Agreement, upon mutual agreement
of the Administrative Agent and the Borrower and written notice by the
Administrative Agent to the Lenders, all further requests by the Borrower
for Competitive Loans shall be made by the Borrower to the Lenders through
the Administrative Agent in accordance with such procedures as shall be
prescribed by the Administrative Agent and acceptable to the Borrower and
each Lender.

2.3 [intentionally left blank]

 

 




SECTION 3

OTHER PROVISIONS RELATING TO CREDIT FACILITY


3.1 Default Rate.

Upon the occurrence, and during the continuance, of an Event of Default,
the principal of and, to the extent permitted by law, interest on the Loans
and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand, at a per annum rate 1% greater
than the rate which would otherwise be applicable (or if no rate is applicable,
whether in respect of interest, fees or other amounts, then 1% greater
than the Base Rate).

3.2 Extension and Conversion.

Subject to the terms of Section 4.2, the Borrower shall have the option,
on any Business Day, to extend existing Loans into a subsequent permissible
Interest Period or to convert Loans (other than Competitive Loans) into
Loans of another interest rate type; provided, however, that
(a) except as provided in Section 3.8, Eurodollar Loans may be converted
into Base Rate Loans only on the last day of the Interest Period applicable
thereto, (b) Eurodollar Loans may be extended, and Base Rate Loans may
be converted into Eurodollar Loans, only if no Default or Event of Default
is in existence on the date of extension or conversion, (c) Loans extended
as, or converted into, Eurodollar Loans shall be subject to the terms of
the definition of "Interest Period" set forth in Section 1.1 and
shall be in such minimum amounts as provided in Section 2.1(b)(ii), (d)
no more than 25 Eurodollar Loans shall be outstanding hereunder at any
time (it being understood that, for purposes hereof, Eurodollar Loans with
different Interest Periods shall be considered as separate Eurodollar Loans,
even if they begin on the same date, although borrowings, extensions and
conversions may, in accordance with the provisions hereof, be combined
at the end of existing Interest Periods to constitute a new Eurodollar
Loan with a single Interest Period) and (e) any request for extension or
conversion of a Eurodollar Loan which shall fail to specify an Interest
Period shall be deemed to be a request for an Interest Period of one month.
Each such extension or conversion shall be effected by a Financial Officer
of the Borrower giving a Notice of Extension/Conversion (or telephone notice
promptly confirmed in writing) to the Administrative Agent prior to 11:30
A.M. (Charlotte, North Carolina time) on the Business Day of, in the case
of the extension of a Base Rate Loan, and prior to 2:00 P.M. (Charlotte,
North Carolina time) on the third Business Day prior to, in the case of
the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan
into, a Eurodollar Loan, the date of the proposed extension or conversion,
specifying the date of the proposed extension or conversion, the Loans
to be so extended or converted, the types of Loans into which such Loans
are to be converted and, if appropriate, the applicable Interest Periods
with respect thereto. Each request for extension or conversion shall be
irrevocable and shall constitute a representation and warranty by the Borrower
of the matters specified in subsections (b), (c), (d) and (e) of Section
4.2. In the event the Borrower fails to request extension or conversion
of any Eurodollar Loan in accordance with this Section, or any such conversion
or extension is not permitted or required by this Section, then such Eurodollar
Loan shall be automatically converted into a Base Rate Loan at the end
of the Interest Period applicable thereto. The Administrative Agent shall
give each Lender notice as promptly as practicable of any such proposed
extension or conversion affecting any Loan.

3.3 Prepayments.

(a) Voluntary Prepayments. The Borrower shall have the right
to prepay Loans (other than Competitive Bid Loans, which may not be prepaid)
in whole or in part from time to time, subject to Section 3.11, but otherwise
without premium or penalty; provided, however, that (i) Eurodollar
Loans may only be prepaid on three Business Days prior written notice
to the Administrative Agent and specifying the applicable Loans to be prepaid;
(ii) any prepayment of Eurodollar Loans will be subject to Section 3.11;
and (iii) each such partial prepayment of Loans shall be in a minimum principal
amount of $5,000,000 and multiples of $1,000,000 in excess thereof (or,
if less, the full remaining amount of the Loan being prepaid). Subject
to the foregoing terms, amounts prepaid under this Section 3.3(a) shall
be applied as the Borrower may elect.
(b) Mandatory Prepayments.

 

(i) Commitment Limitation. If at any time, the sum of the aggregate
principal amount of outstanding Revolving Loans plus the aggregate principal
amount of outstanding Competitive Loans plus the aggregate principal amount
of outstanding Swingline Loans shall exceed the Committed Amount, the Borrower
promises to prepay immediately the outstanding principal balance on the
Revolving Loans and/or Competitive Loans in an amount sufficient to eliminate
such excess.
(ii) Debt and Equity Issuances. During any period in which the
Borrower has a senior unsecured (non-credit enhanced) long term debt rating
from S&P of below BBB- and a senior unsecured (non-credit enhanced)
long term debt rating from Moody's of below Baa3, immediately upon receipt
by the Borrower or any Subsidiary of proceeds from any Debt or Equity Issuance
(as defined below) the Borrower shall prepay the principal amount of Revolving
Loans outstanding under the Facilities in an aggregate amount equal to
50% of the net cash proceeds of such Debt or Equity Issuance. Such prepayment
shall (A) be applied pro rata to the Facilities (to the extent of outstanding
Revolving Loans under each Facility), (B) permanently reduce the Committed
Amount (and the Commitments of the Lenders on a pro rata basis) on a Dollar
for Dollar basis and (C) be accompanied by interest on the principal amount
prepaid through the date of prepayment. For purposes hereof, "Debt or
Equity Issuance" means the issuance by the Borrower or any of its Subsidiaries
(to a Person other than the Borrower or any of its Subsidiaries) of (I)
any Indebtedness for borrowed money in the form of publicly issued or privately
placed bonds or other debt securities with a maturity of three years or
greater or (II) any shares of capital stock or other equity securities.

 

(c) General. All prepayments made pursuant to this Section 3.3 shall
(i) be subject to Section 3.11 and (ii) unless the Borrower shall specify
otherwise, be applied first to Base Rate Loans, if any, and then to Eurodollar
Loans in direct order of Interest Period maturities. Except as otherwise
set forth in subclause (b) above, amounts prepaid on the Loans may be reborrowed
in accordance with the provisions hereof.

3.4 Termination, Reduction and Increase of Committed Amount.

(a) Voluntary Reductions. The Borrower may from time to time
permanently reduce or terminate the Committed Amount in whole or in part
(in minimum aggregate amounts of $5,000,000 or in integral multiples of
$1,000,000 in excess thereof (or, if less, the full remaining amount of
the then applicable Committed Amount)) upon five Business Days prior written
notice to the Administrative Agent; provided, however, no
such termination or reduction shall be made which would cause the aggregate
principal amount of outstanding Loans to exceed the Committed Amount unless,
concurrently with such termination or reduction, the Loans are repaid to
the extent necessary to eliminate such excess. The Commitments of the Lenders
shall automatically terminate on the Termination Date. The Administrative
Agent shall promptly notify each affected Lender of receipt by the Administrative
Agent of any notice from the Borrower pursuant to this Section 3.4(a).
(b) Additional Commitments. The Borrower shall have the
right no more than once a year to increase the Facilities up to an aggregate
amount of $1,500,000,000 (with such increase to be applied pro rata to
the Facilities) without the consent of the Lenders, subject however to
the satisfaction of each of the following terms and conditions:

(i) to the knowledge of the Administrative Agent, no Default or Event
of Default shall exist and be continuing at the time of such increase;
(ii) concurrently with the Borrower's request for such increase hereunder,
the Borrower shall deliver to the Administrative Agent, an officer's certificate
substantially in the form of Schedule 6.2 hereto certifying that no Default
or Event of Default has occurred and is continuing and demonstrating compliance
with each of the financial covenants set forth in Sections 6.10 and 6.11
both before and after giving effect to the increase requested hereunder;

(iii) such increase shall be allocated in the following order:

(A) first, to the existing Lenders consenting to an increase in the
amount of their Commitments; provided that (1) on or before the
tenth Business Day following notification of a requested increase in the
Committed Amount, each Lender shall notify the Borrower of the desired
increase, if any, in its Commitment and (2) if the aggregate increases
in the Commitments requested by the existing Lenders shall exceed the requested
increase in the Committed Amount, the Commitments of such Lenders shall
be increased on a pro rata basis according to the existing Commitment Percentage
of such Lenders; and
(B) second, to any other commercial bank, financial institution or "accredited
investor" (as defined in Regulation D of the Securities and Exchange Commission)
reasonably acceptable to the Administrative Agent and the Borrower;

 

(iv) each Person providing a new Commitment shall execute a New Commitment
Agreement substantially in the form of Schedule 3.4(b) hereto and,
upon such execution and the satisfaction of the other terms and conditions
of this Section 3.4(b), such Person shall thereupon become a party hereto
and have the rights and obligations of a Lender under this Credit Agreement
as more specifically provided in the New Commitment Agreement; and

(v) the Administrative Agent shall promptly notify each Lender of (A)
the new Committed Amount and (B) each Lender's Commitment Percentage, in
each case after giving effect to the one-time increase in Commitment referred
to in this Section 3.4(b).

 

On the date (which date shall be a Business Day) on which the increase
in the Committed Amount occurs the Administrative Agent and the Lenders
shall make adjustments among the Lenders with respect to the Revolving
Loans outstanding hereunder and under the Five-Year Revolver and amounts
of principal, interest, fees and other amounts paid or payable with respect
thereto as shall be necessary in order to reallocate among the Lenders
such outstanding amounts based on the new Commitment Percentages and to
otherwise carry out fully the terms of this Section 3.4(b). The Borrower
agrees that, in connection with any such increase in the Committed Amount,
it will promptly (i) provide to each Lender providing a new or increased
Commitment (upon surrender of the existing Revolving Note of such Lender
in the case of an existing Lender) a Revolving Note in the amount of its
new or increased (as applicable) Commitment substantially in the form of
the Revolving Note attached hereto as Schedule 2.1(e) (but, in the
case of a new Revolving Note given to an existing Lender that increases
its Commitment, with notation thereon that it is given in substitution
for and replacement of the original Revolving Note or any replacement notes
thereof) and (ii) provide to each Lender (upon surrender of the existing
Competitive Note of such Lender in the case of an existing Lender) a Competitive
Note in the amount of the new Committed Amount substantially in the form
of the Competitive Note attached hereto as Schedule 2.2(f) (but,
in the case of a new Competitive Note given to an existing Lender, with
notation thereon that it is given in substitution for and replacement of
the original Competitive Note or any replacement notes thereof). Each of
the parties hereto acknowledges and agrees that no Lender shall be obligated
to increase its Commitment pursuant to the terms of this Section 3.4(b).

(c) Termination Date. Subject to subclauses (d) and (e) below,
the Commitments of the Lenders shall automatically terminate on the Termination
Date.

(d) Extension. The Borrower may, no earlier than 60 days and
no later than 30 days prior to the Termination Date, by notice to the Administrative
Agent, make written request of the Lenders to extend the Termination Date
for an additional period of 364 days. The Administrative Agent will give
prompt notice to each of the Lenders of its receipt of any such request
for extension of the Termination Date. Each Lender shall make a determination
not more than 30 days nor less than 25 days prior to the Termination Date
as to whether or not it will agree to extend the Termination Date as requested;
provided,
however,
that failure by any Lender to make a timely response to the Borrower's
request for extension of the Termination Date shall be deemed to constitute
a refusal by the Lender to extend the Termination Date. If, in response
to a request for an extension of the Termination Date, one or more Lenders
shall fail to agree to the requested extension (the "Disapproving Lenders"),
then the Borrower may elect to either (A) continue the credit facility
hereunder at the same level of Commitments by replacing each of the Disapproving
Lenders in accordance with Section 3.16, or (B) provided that the requested
extension is approved by Lenders holding at least 51% of the Commitments
hereunder (including for purposes hereof any Replacement Lenders which
may replace a Disapproving Lender, the "Approving Lenders"), extend
and continue the credit facility at a lower aggregate amount equal to the
Commitments held by the Approving Lenders. In any such case, (i) the Termination
Date relating to the Commitments held by the Disapproving Lenders shall
remain as then in effect with repayment of obligations held by such Disapproving
Lenders being due on such date and termination of their respective Commitments
on such date, and (ii) the Termination Date relating to the Commitments
held by the Approving Lenders shall be extended by an additional period
of 364 days.

(e) Term Out Option. If (i) the Borrower shall have delivered
to the Administrative Agent a written notice requesting an extension of
the Termination Date at least three (3) Business Days prior to the Termination
Date then in effect (which notice the Administrative Agent shall promptly
transmit to each Lender) and (ii) no Default or Event of Default exists
on the otherwise applicable Termination Date, then such otherwise applicable
Termination Date shall be extended to the first anniversary of the Termination
Date then in effect. No additional borrowings may be made during such extension
period and any amounts repaid on Loans outstanding under such facility
during such extension period may not be reborrowed. The otherwise Applicable
Percentage on all Loans outstanding under this option shall be increased
by an additional 12.5 bps.

 

3.5 Fees.

(a) Facility Fee. In consideration of the Commitments of the
Lenders hereunder, the Borrower agrees to pay to the Administrative Agent
for the account of each Lender a fee (the "Facility Fee") on the
Committed Amount computed at a per annum rate for each day during the applicable
Facility Fee Calculation Period (hereinafter defined) equal to the Applicable
Percentage in effect from time to time. The Facility Fee shall commence
to accrue on the Closing Date and shall be due and payable in arrears on
the last Business Day of each March, June, September and December (and
any date that the Committed Amount is reduced or increased as provided
in Section 3.4 and the Termination Date) for the immediately preceding
quarter (or portion thereof) (each such quarter or portion thereof for
which the Facility Fee is payable hereunder being herein referred to as
a "Facility Fee Calculation Period"), beginning with the first of
such dates to occur after the Closing Date.
(b) Administrative Fees. The Borrower agrees to pay to the Administrative
Agent, for its own account, the fees referred to in the Administrative
Agent's Fee Letter (collectively, the "Administrative Agent's Fees").

(c) Utilization Fee. During such periods as the aggregate principal
amount of all outstanding Loans is greater than or equal to 33% of the
Committed Amount (each a "Utilization Fee Period"), the Borrower
agrees to pay to the Administrative Agent for the account of each Lender
a fee (the "Utilization Fee") on all Loans outstanding during each
such Utilization Fee Period computed at a per annum rate for each day during
such period equal to the Applicable Percentage for the Utilization Fee
in effect from time to time. The Utilization Fee shall be due and payable
in arrears on the last Business Day of each March, June, September and
December for all Utilization Fee Periods occurring during the immediately
preceding quarter (or portion thereof), beginning with the first of such
dates to occur after the Closing Date.

 

3.6 Capital Adequacy.

If any Lender determines the amount of capital required or expected
to be maintained by such Lender, any Lending Installation of such Lender
or any corporation controlling such Lender is increased as a result of
a Change, then, within 15 days of demand by such Lender, the Borrower shall
pay such Lender the amount necessary to compensate for any shortfall in
the rate of return on the portion of such increased capital which such
Lender determines is attributable to this Credit Agreement, its Loans or
its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "Change" means (i) any change
after the Closing Date in the Risk-Based Capital Guidelines or (ii) any
adoption of or change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether
or not having the force of law) after the Closing Date which affects the
amount of capital required or expected to be maintained by any Lender or
any Lending Installation or any corporation controlling any Lender. "Risk-Based
Capital Guidelines" means (i) the risk-based capital guidelines in effect
in the United States on the Closing Date, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled "International
Convergence of Capital Measurements and Capital Standards," including transition
rules, and any amendments to such regulations adopted prior to the Closing
Date.

3.7 Inability To Determine Interest Rate.

If prior to the first day of any Interest Period, the Administrative
Agent shall have reasonably determined that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist
for ascertaining the Eurodollar Rate for such Interest Period, the Administrative
Agent shall give telecopy or telephonic notice thereof to the Borrower
and the Lenders as soon as practicable thereafter. If such notice is given
(a) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans and (b) any Loans that
were to have been converted on the first day of such Interest Period to
or continued as Eurodollar Loans shall be converted to or continued as
Base Rate Loans. Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans shall be made or continued as such,
nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar
Loans.

3.8 Illegality.

Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof occurring after the Closing Date shall make it unlawful for any
Lender to make or maintain Eurodollar Loans as contemplated by this Credit
Agreement, (a) such Lender shall promptly give written notice of such circumstances
to the Borrower and the Administrative Agent (which notice shall be withdrawn
whenever such circumstances no longer exist), (b) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as
such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be
canceled and, until such time as it shall no longer be unlawful for such
Lender to make or maintain Eurodollar Loans, such Lender shall then have
a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested
and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to Base Rate Loans on the respective last
days of the then current Interest Periods with respect to such Loans or
within such earlier period as required by law. If any such conversion of
a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section
3.11.

3.9 Yield Protection.

If any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law),
or any interpretation thereof, or the compliance of any Lender therewith,

(a) subjects any Lender or any applicable Lending Installation to
any tax, duty, charge or withholding on or from payments due from the Borrower
(excluding federal taxation of the overall net income of any Lender or
applicable Lending Installation), or changes the basis of taxation of payments
to any Lender in respect of its Loans or other amounts due it hereunder;
(b) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirements against assets
of, deposits with or for the account of, or credit extended by, any Lender
or any applicable Lending Installation (other than reserves and assessments
taken into account in determining the Base Rate);

and the result of which is to increase the cost to any Lender of making,
funding or maintaining loans or reduces any amount receivable by any Lender
or any applicable Lending Installation in connection with loans, or requires
any Lender or any applicable Lending Installation to make any payment calculated
by reference to the amount of loans held or interest received by it, by
an amount deemed material by such Lender;

then, within 15 days of demand by such Lender, the Borrower shall pay
such Lender that portion of such increased expense incurred or reduction
in an amount received which such Lender determines is attributable to making,
funding and maintaining its Loans and its Commitments. This covenant shall
survive the termination of this Credit Agreement and the payment of the
Loans and all other amounts payable hereunder.

3.10 Withholding Tax Exemption.

Each Lender that is not incorporated under the laws of the United States
of America or a state thereof shall:

 




(a)     (i) on or before the date of any
payment by the Borrower under this Credit Agreement or Notes to such Lender,
deliver to the Borrower and the Administrative Agent (A) two (2) duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, or
successor applicable form, as the case may be, certifying that it is entitled
to receive payments under this Credit Agreement and any Notes without deduction
or withholding of any United States federal income taxes and (B) an Internal
Revenue Service Form W-8 or W-9, or successor applicable form, as the case
may be, certifying that it is entitled to an exemption from United States
backup withholding tax;








 

(ii) deliver to the Borrower and the Administrative Agent two (2) further
copies of any such form or certification on or before the date that any
such form or certification expires or becomes obsolete and after the occurrence
of any event requiring a change in the most recent form previously delivered
by it to the Borrower; and
(iii) obtain such extensions of time for filing and complete such forms
or certifications as may reasonably be requested by the Borrower or the
Administrative Agent; or

 

 

(b) in the case of any such Lender that is not a "bank" within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (i) represent to
the Borrower (for the benefit of the Borrower and the Administrative Agent)
that it is not a bank within the meaning of Section 881(c)(3)(A) of the
Internal Revenue Code, (ii) agree to furnish to the Borrower on or before
the date of any payment by the Borrower, with a copy to the Administrative
Agent two (2) accurate and complete original signed copies of Internal
Revenue Service Form W-8, or successor applicable form certifying to such
Lender's legal entitlement at the date of such certificate to an exemption
from U.S. withholding tax under the provisions of Section 881(c) of the
Internal Revenue Code with respect to payments to be made under this Credit
Agreement and any Notes (and to deliver to the Borrower and the Administrative
Agent two (2) further copies of such form on or before the date it expires
or becomes obsolete and after the occurrence of any event requiring a change
in the most recently provided form and, if necessary, obtain any extensions
of time reasonably requested by the Borrower or the Administrative Agent
for filing and completing such forms), and (iii) agree, to the extent legally
entitled to do so, upon reasonable request by the Borrower, to provide
to the Borrower (for the benefit of the Borrower and the Administrative
Agent) such other forms as may be reasonably required in order to establish
the legal entitlement of such Lender to an exemption from withholding with
respect to payments under this Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender so advises
the Borrower and the Administrative Agent in either case. Each Person that
shall become a Lender or a participant of a Lender pursuant to subsection
10.3 shall, upon the effectiveness of the related transfer, be required
to provide all of the forms, certifications and statements required pursuant
to this subsection, provided that in the case of a participant of
a Lender the obligations of such participant of a Lender pursuant to this
Section 3.10 shall be determined as if the participant of a Lender were
a Lender except that such participant of a Lender shall furnish all such
required forms, certifications and statements to the Lender from which
the related participation shall have been purchased.

3.11 Indemnity.

The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur
(other than through such Lender's gross negligence or willful misconduct)
as a consequence of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Borrower
has given a notice requesting the same in accordance with the provisions
of this Credit Agreement, (b) default by the Borrower in making any prepayment
of a Eurodollar Loan after the Borrower has given a notice thereof in accordance
with the provisions of this Credit Agreement or (c) the making of a prepayment
of Eurodollar Loans on a day which is not the last day of an Interest Period
with respect thereto. With respect to Eurodollar Loans, such indemnification
may include an amount equal to the excess, if any, of (i) the amount of
interest which would have accrued on the amount so prepaid, or not so borrowed,
converted or continued, for the period from the date of such prepayment
or of such failure to borrow, convert or continue to the last day of the
applicable Interest Period (or, in the case of a failure to borrow, convert
or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such
Eurodollar Loans provided for herein (excluding, however, the Applicable
Percentage included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurodollar market. The covenants
of the Borrower set forth in this Section 3.11 shall survive the termination
of this Credit Agreement and the payment of the Loans and all other amounts
payable hereunder.

3.12 Pro Rata Treatment.

Except to the extent otherwise provided herein:

(a) Loans. Each Loan, each payment or prepayment of principal
of any Loan, each payment of interest on the Loans, each payment of Facility
Fees, each payment of Utilization Fees, each reduction of the Committed
Amount and each conversion or extension of any Loan, shall be allocated
pro rata among the Lenders in accordance with the respective principal
amounts of their outstanding Loans and Participation Interests. With respect
to Competitive Loans, if the Borrower fails to specify the particular Competitive
Loan or Loans as to which any payment or other amount should be applied
and it is not otherwise clear as to the particular Competitive Loan or
Loans to which such payment or other amounts relate, or any such payment
or other amount is to be applied to Competitive Loans without regard to
any such direction by the Borrower, then each payment or prepayment of
principal on Competitive Loans and each payment of interest or other amount
on or in respect of Competitive Loans, shall be allocated pro rata among
the relevant Lenders of Competitive Loans in accordance with the then outstanding
amounts of their respective Competitive Loans.
(b) Advances. Unless the Administrative Agent shall have been
notified in writing by any Lender prior to a borrowing that such Lender
will not make the amount that would constitute its ratable share of such
borrowing available to the Administrative Agent, the Administrative Agent
may assume that such Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. If such amount is
not made available to the Administrative Agent by such Lender within the
time period specified therefor hereunder, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the Federal Funds Rate for the period until such Lender makes
such amount immediately available to the Administrative Agent. A certificate
of the Administrative Agent submitted to any Lender with respect to any
amounts owing under this subsection shall be conclusive in the absence
of manifest error.

3.13 Sharing of Payments.

The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan or any other obligation owing
to such Lender under this Credit Agreement through the exercise of a right
of setoff, banker's lien or counterclaim, or pursuant to a secured claim
under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by
such Lender under any applicable bankruptcy, insolvency or other similar
law or otherwise, or by any other means, in excess of its pro rata share
of such payment as provided for in this Credit Agreement, such Lender shall
promptly purchase from the other Lenders a participation in such Loans
and other obligations in such amounts, and make such other adjustments
from time to time, as shall be equitable to the end that all Lenders share
such payment in accordance with their respective ratable shares as provided
for in this Credit Agreement. The Lenders further agree among themselves
that if payment to a Lender obtained by such Lender through the exercise
of a right of setoff, banker's lien, counterclaim or other event as aforesaid
shall be rescinded or must otherwise be restored, each Lender which shall
have shared the benefit of such payment shall, by repurchase of a participation
theretofore sold, return its share of that benefit (together with its share
of any accrued interest payable with respect thereto) to each Lender whose
payment shall have been rescinded or otherwise restored. The Borrower agrees
that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including setoff,
banker's lien or counterclaim, with respect to such participation as fully
as if such Lender were a holder of such Loan or other obligation in the
amount of such participation. Except as otherwise expressly provided in
this Credit Agreement, if any Lender or the Administrative Agent shall
fail to remit to the Administrative Agent or any other Lender an amount
payable by such Lender or the Administrative Agent to the Administrative
Agent or such other Lender pursuant to this Credit Agreement on the date
when such amount is due, such payments shall be made together with interest
thereon for each date from the date such amount is due until the date such
amount is paid to the Administrative Agent or such other Lender at a rate
per annum equal to the Federal Funds Rate. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in
lieu of a setoff to which this Section 3.13 applies, such Lender shall,
to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Lenders under this
Section 3.13 to share in the benefits of any recovery on such secured claim.

3.14 Payments, Computations, Etc.

(a) Except as otherwise specifically provided herein, all payments
hereunder (other than payments in respect of Competitive Loans) shall be
made to the Administrative Agent in dollars in immediately available funds,
without offset, deduction, counterclaim or withholding of any kind, at
the Administrative Agent's office specified in Schedule 2.1(a) not
later than 4:00 P.M. (Charlotte, North Carolina time) on the date when
due. Payments received after such time shall be deemed to have been received
on the next succeeding Business Day. The Administrative Agent may (but
shall not be obligated to) debit the amount of any such payment which is
not made by such time to any ordinary deposit account of the Borrower maintained
with the Administrative Agent (with notice to the Borrower). The Borrower
shall, at the time it makes any payment under this Credit Agreement (other
than payments in respect of Competitive Loans), specify to the Administrative
Agent the Loans, Fees, interest or other amounts payable by the Borrower
hereunder to which such payment is to be applied (and in the event that
it fails so to specify, or if such application would be inconsistent with
the terms hereof, the Administrative Agent shall distribute such payment
to the Lenders in such manner as the Administrative Agent may determine
to be appropriate in respect of obligations owing by the Borrower hereunder,
subject to the terms of Section 3.12(a)). The Administrative Agent will
distribute such payments to such Lenders, if any such payment is received
prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day
in like funds as received prior to the end of such Business Day and otherwise
the Administrative Agent will distribute such payment to such Lenders on
the next succeeding Business Day. All payments of principal and interest
in respect of Competitive Loans shall be made in accordance with the terms
of Section 2.2. Whenever any payment hereunder shall be stated to be due
on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day (subject to accrual of interest and
Fees for the period of such extension), except that in the case of Eurodollar
Loans, if the extension would cause the payment to be made in the next
following calendar month, then such payment shall instead be made on the
next preceding Business Day. Except as expressly provided otherwise herein,
all computations of interest and fees shall be made on the basis of actual
number of days elapsed over a year of 360 days, except with respect to
computation of interest on Base Rate Loans which (unless the Base Rate
is determined by reference to the Federal Funds Rate) shall be calculated
based on a year of 365 or 366 days, as appropriate. Interest shall accrue
from and include the date of borrowing, but exclude the date of payment.
(b) Allocation of Payments After Event of Default. Notwithstanding
any other provisions of this Credit Agreement to the contrary, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Administrative Agent or any Lender on account
of the Loans, Fees or any other amounts outstanding under any of the Credit
Documents shall be paid over or delivered as follows:

 

FIRST, to the payment of all reasonable out-of-pocket costs and expenses
(including without limitation reasonable attorneys' fees) of the Administrative
Agent in connection with enforcing the rights of the Lenders under the
Credit Documents;
SECOND, to payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses
(including without limitation, reasonable attorneys' fees) of each of the
Lenders in connection with enforcing its rights under the Credit Documents
or otherwise with respect to amounts owing to such Lender;

FOURTH, to the payment of accrued fees and interest;

FIFTH, to the payment of the outstanding principal amount of the Loans;

SIXTH, to all other amounts and other obligations which shall have become
due and payable under the Credit Documents or otherwise and not repaid
pursuant to clauses "FIRST" through "FIFTH" above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully
entitled to receive such surplus.

 

In carrying out the foregoing, (i) amounts received shall be applied in
the numerical order provided until exhausted prior to application to the
next succeeding category; and (ii) each of the Lenders shall receive an
amount equal to its pro rata share (based on the proportion that the then
outstanding Loans held by such Lender bears to the aggregate then outstanding
Loans) of amounts available to be applied pursuant to clauses "THIRD",
"FOURTH", "FIFTH" and "SIXTH" above.

3.15 Evidence of Debt.

(a) Each Lender shall maintain an account or accounts evidencing each
Loan made by such Lender to the Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from
time to time under this Credit Agreement. Each Lender will make reasonable
efforts to maintain the accuracy of its account or accounts and to promptly
update its account or accounts from time to time, as necessary.
(b) The Administrative Agent shall maintain the Register pursuant to
Section 10.3(c) hereof, and a subaccount for each Lender, in which Register
and subaccounts (taken together) shall be recorded (i) the amount, type
and Interest Period of each such Loan hereunder, (ii) the amount of any
principal or interest due and payable or to become due and payable to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder from or for the account of the Borrower and each Lender's
share thereof. The Administrative Agent will make reasonable efforts to
maintain the accuracy of the subaccounts referred to in the preceding sentence
and to promptly update such subaccounts from time to time, as necessary.

(c) The entries made in the accounts, Register and subaccounts maintained
pursuant to subsection (b) of this Section 3.15 (and, if consistent with
the entries of the Administrative Agent, subsection (a)) shall be prima
facie, but not conclusive, evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain
any such account, such Register or such subaccount, as applicable, or any
error therein, shall not in any manner affect the obligation of the Borrower
to repay the Loans made by such Lender in accordance with the terms hereof.

3.16 Replacement of Lenders.

In the event any Lender delivers to the Borrower any notice in accordance
with Sections 3.6, 3.8, 3.9 or 3.10, then the Borrower shall have the right,
if no Default or Event of Default then exists, to replace such Lender (the
"Replaced Lender") with one or more additional banks or financial
institutions (collectively, the "Replacement Lender"), provided
that (A) at the time of any replacement pursuant to this Section 3.16,
the Replacement Lender shall enter into one or more assignment agreements
substantially in the form of Schedule 10.3(b) pursuant to, and in
accordance with the terms of, Section 10.3(b) (and with all fees payable
pursuant to said Section 10.3(b) to be paid by the Replacement Lender)
pursuant to which the Replacement Lender shall acquire all of the rights
and obligations of the Replaced Lender hereunder and, in connection therewith,
shall pay to the Replaced Lender in respect thereof an amount equal to
the sum of (a) the principal of, and all accrued interest on, all outstanding
Loans of the Replaced Lender, and (b) all accrued, but theretofore unpaid,
fees owing to the Replaced Lender pursuant to Section 3.5(a), and (B) all
obligations of the Borrower owing to the Replaced Lender (including all
obligations, if any, owing pursuant to Section 3.6, 3.8 or 3.9, but excluding
those obligations specifically described in clause (A) above in respect
of which the assignment purchase price has been, or is concurrently being
paid) shall be paid in full to such Replaced Lender concurrently with such
replacement.

 

 




SECTION 4

CONDITIONS


4.1 Closing Conditions.

The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Loans shall be subject to satisfaction of the following
conditions (in form and substance acceptable to the Lenders):

(a) The Administrative Agent shall have received original counterparts
of this Credit Agreement executed by each of the parties hereto;
(b) The Administrative Agent shall have received an appropriate original
Revolving Note for each Lender, executed by the Borrower;

(c) The Administrative Agent shall have received an appropriate original
Competitive Note for each Lender, executed by the Borrower;

(d) The Administrative Agent shall have received all documents it may
reasonably request relating to the existence and good standing of the Borrower,
the corporate or other necessary authority for and the validity of the
Credit Documents, and any other matters relevant thereto, all in form and
substance reasonably satisfactory to the Administrative Agent;

(e) The Administrative Agent shall have received a legal opinion of
Harry L. Goldsmith, Esq., general counsel for the Borrower, dated as of
the Closing Date and substantially in the form of Schedule 4.1(e);

(f) Since August 28, 1999 there shall not have occurred nor otherwise
exist an event or condition which has a Material Adverse Effect;

(g) The Administrative Agent shall have received, for its own account
and for the accounts of the Lenders, all fees and expenses required by
this Credit Agreement or any other Credit Document to be paid on or before
the Closing Date;

(h) Each of the Existing Credit Agreements shall have been terminated;
and

(i) The Administrative Agent shall have received such other documents,
agreements or information which may be reasonably requested by the Administrative
Agent.

4.2 Conditions to all Extensions of Credit.

The obligations of each Lender to make, convert or extend any Loan (including
the initial Loans) are subject to satisfaction of the following conditions
in addition to satisfaction on the Closing Date of the conditions set forth
in Section 4.1:

(a) The Borrower shall have delivered, in the case of any Loan, an
appropriate Notice of Borrowing or Notice of Extension/Conversion;
(b) The representations and warranties set forth in Section 5 shall
be, subject to the limitations set forth therein, true and correct in all
material respects as of such date (except for those which expressly relate
to an earlier date);

(c) There shall not have been commenced against the Borrower an involuntary
case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or any case, proceeding or other action for the
appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Borrower or for any substantial part of its
Property or for the winding up or liquidation of its affairs, and such
involuntary case or other case, proceeding or other action shall remain
undismissed, undischarged or unbonded;

(d) No Default or Event of Default shall exist and be continuing either
prior to or after giving effect thereto; and

(e) Immediately after giving effect to the making of such Loan (and
the application of the proceeds thereof), the sum of the aggregate principal
amount of outstanding Loans shall not exceed the Committed Amount.

The delivery of each Notice of Borrowing and each Notice of Extension/Conversion
shall constitute a representation and warranty by the Borrower of the correctness
of the matters specified in subsections (b), (c), (d) and (e) above.

 

 




SECTION 5

REPRESENTATIONS AND WARRANTIES


The Borrower hereby represents to the Administrative Agent and each
Lender that:

5.1 Organization; Existence; Compliance with Law.

Each of the Borrower and its Subsidiaries (a) is duly organized, validly
existing and is in good standing under the laws of the jurisdiction of
its incorporation or organization, (b) has the corporate or other necessary
power and authority, and the legal right, to own and operate its property,
to lease the property it operates as lessee and to conduct the business
in which it is currently engaged, except to the extent that the failure
to have such legal right would not be reasonably expected to have a Material
Adverse Effect, (c) is duly qualified as a foreign entity and in good standing
under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification,
other than in such jurisdictions where the failure to be so qualified and
in good standing would not be reasonably expected to have a Material Adverse
Effect, and (d) is in compliance with all material Requirements of Law,
except to the extent that the failure to comply therewith would not, in
the aggregate, be reasonably expected to have a Material Adverse Effect.

5.2 Power; Authorization; Enforceable Obligations.

The Borrower has the corporate or other necessary power and authority,
and the legal right, to make, deliver and perform the Credit Documents
to which it is a party, and in the case of the Borrower, to borrow hereunder,
and has taken all necessary corporate action to authorize the borrowings
on the terms and conditions of this Credit Agreement and to authorize the
execution, delivery and performance of the Credit Documents to which it
is a party. No consent or authorization of, filing with, notice to or other
similar act by or in respect of, any Governmental Authority or any other
Person is required to be obtained or made by or on behalf of the Borrower
in connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Credit Documents to which
the Borrower is a party. This Credit Agreement has been, and each other
Credit Document to which the Borrower is a party will be, duly executed
and delivered on behalf of the Borrower. This Credit Agreement constitutes,
and each other Credit Document to which the Borrower is a party when executed
and delivered will constitute, a legal, valid and binding obligation of
the Borrower enforceable against such party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

5.3 No Legal Bar.

The execution, delivery and performance of the Credit Documents by the
Borrower, the borrowings hereunder and the use of the proceeds thereof
(a) will not violate any Requirement of Law or contractual obligation of
the Borrower or any of its Subsidiaries in any respect that would reasonably
be expected to have a Material Adverse Effect, (b) will not result in,
or require, the creation or imposition of any Lien on any of the properties
or revenues of any of the Borrower or any of its Subsidiaries pursuant
to any such Requirement of Law or contractual obligation, and (c) will
not violate or conflict with any provision of the Borrower's articles of
incorporation or by-laws.

5.4 Governmental Regulations.

No part of the proceeds of the Loans will be used, directly or indirectly,
for the purpose of purchasing or carrying any "margin stock" in violation
of Regulation U. If requested by any Lender or the Administrative Agent,
the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of
FR Form U-1 referred to in said Regulation U. No indebtedness being reduced
or retired out of the proceeds of the Loans was or will be incurred for
the purpose of purchasing or carrying any margin stock within the meaning
of Regulation U or any "margin security" within the meaning of Regulation
T. "Margin stock" within the meanings of Regulation U does not constitute
more than 25% of the value of the consolidated assets of the Borrower and
its Subsidiaries. None of the transactions contemplated by this Credit
Agreement (including, without limitation, the direct or indirect use of
the proceeds of the Loans) will violate or result in a violation of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, or regulations issued pursuant thereto, or Regulation T, U
or X.

5.5 Purpose of Loans.

The proceeds of the Loans hereunder shall be used solely by the Borrower
(a) to repurchase stock in the Borrower, (b) to finance acquisitions to
the extent permitted under this Credit Agreement, (c) to refinance existing
indebtedness to the Lenders and (d) for the working capital, commercial
paper back up, capital expenditures and other lawful corporate purposes
of the Borrower and its Subsidiaries.

5.6 Incorporated Representations and Warranties.

The Borrower hereby agrees that the representations and warranties contained
in Sections 5.1, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11(b) - (e), 5.12 and
5.14 of the Five-Year Credit Agreement, as in effect as of the date hereof
(the "Incorporated Representations"), are hereby incorporated by reference
and shall be as binding on the Borrower as if set forth fully herein. The
incorporation by reference to the Five-Year Credit Agreement of the Incorporated
Representations pursuant to this Section 5.6 shall survive the termination
of the Five-Year Credit Agreement. For purposes of the incorporation of
the Incorporated Representations pursuant to this Section 5.6, all references
in the Incorporated Representations to the "Administrative Agent" shall
be deemed to refer to the Administrative Agent hereunder, all references
in the Incorporated Representations to a "Lender" or the "Lender" shall
be deemed to refer to one or more of the Lenders hereunder, all references
in the Incorporated Representations to the "Required Lenders" shall be
deemed to refer to the Required Lenders hereunder, all references in the
Incorporated Representations to the "Credit Agreement," or any similar
references, shall be deemed to refer to this Credit Agreement, all references
in the Incorporated Representations to a "Note" or the "Notes" shall be
deemed to refer to one or more of the Notes issued pursuant to Section
2.1(e) hereof and all references in the Incorporated Representations to
a "Credit Document" or the "Credit Documents," or any similar references,
shall be deemed to refer to one or more of the Credit Documents as defined
in Section 1.1 hereof.

 

 




SECTION 6

COVENANTS


The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

6.1 Use of Proceeds.

The Borrower will use the proceeds of the Loans solely for the purposes
set forth in Section 5.5.

6.2 Incorporated Covenants.

The Borrower hereby agrees that the affirmative and negative covenants
contained in Sections 6.1 to 6.7 inclusive, Section 6.9, Section 6.10,
Section 6.11 and Section 7 of the Five-Year Credit Agreement, as existing
after giving effect to any subsequent amendment to the Five-Year Credit
Agreement which the Required Lenders hereunder have approved in a writing
referring to this Credit Agreement (the "Incorporated Covenants"), are
hereby incorporated by reference and shall be as binding on the Borrower
as if set forth fully herein, except that, for purposes hereof, Schedule
6.1(c) to the Five-Year Credit Agreement referred to in Section 6.1(c)
of the Five-Year Credit Agreement shall be deemed to refer to Schedule
6.2 attached hereto. The incorporation by reference to the Five-Year Credit
Agreement of the Incorporated Covenants pursuant to this Section 6.2 shall
survive the termination of the Five-Year Credit Agreement. For purposes
of the incorporation of the Incorporated Covenants pursuant to this Section
6.2, all references in the Incorporated Covenants to the "Administrative
Agent" shall be deemed to refer to the Administrative Agent hereunder,
all references in the Incorporated Covenants to a "Lender" or the "Lenders"
shall be deemed to refer to one or more of the Lenders hereunder, all references
in the Incorporated Covenants to the "Required Lenders" shall be deemed
to refer to the Required Lenders hereunder, all references in the Incorporated
Covenants to the "Credit Agreement," or any similar reference, shall be
deemed to refer to this Credit Agreement, all references in the Incorporated
Covenants to a "Note" or the "Notes" shall be deemed to refer to one or
more of the Notes issued pursuant to Section 2.1(e) hereof and all references
in the Incorporated Covenants to a "Credit Document" or the "Credit Documents,"
or any similar reference, shall be deemed to refer to one or more of the
Credit Documents as defined in Section 1.1 hereof.

 

 




SECTION 7

[intentionally left blank]

 

 

SECTION 8

EVENTS OF DEFAULT


8.1 Events of Default.

An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):

(a) Payment. The Borrower shall

 
(i) default in the payment when due of any principal of any of the
Loans, or
(ii) default, and such default shall continue for five (5) or more Business
Days, in the payment when due of any interest on the Loans, or of any other
amounts owing hereunder, under any of the other Credit Documents or in
connection herewith or therewith; or

 

(b) Representations. Any representation, warranty or statement made
or deemed to be made by the Borrower herein, in any of the other Credit
Documents, or in any statement or certificate delivered or required to
be delivered pursuant hereto or thereto shall prove untrue in any material
respect on the date as of which it was deemed to have been made; or

(c) Covenants. The Borrower shall

 

(i) default in the due performance or observance of any term, covenant
or agreement contained in Sections 6.2, 6.10, 6.11 or 7.1 through 7.3,
inclusive, and 7.5 of the Incorporated Covenants, or
(ii) default in the due performance of any term, covenant or agreement
contained in Section 6.1 of the Incorporated Covenants and such default
shall continue unremedied for a period of at least 5 days after the earlier
of a responsible officer of the Borrower becoming aware of such default
or notice thereof by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term,
covenant or agreement (other than those referred to in subsections (a),
(b), (c)(i) or (c)(ii) of this Section 8.1) contained in this Credit Agreement
and such default shall continue unremedied for a period of at least 30
days after the earlier of a responsible officer of the Borrower becoming
aware of such default or notice thereof by the Administrative Agent; or

 

(d) Incorporated Events of Default. The occurrence of an "Event
of Default" under and as defined in the Five-Year Credit Agreement, as
in effect as of the date hereof, which "Events of Default" (the "Incorporated
Events of Default"), are hereby incorporated herein by reference and shall
be as binding on the Borrower as if set forth fully herein, such incorporation
by reference to survive termination of the Five-Year Credit Agreement.
For purposes of the incorporation of the Incorporated Events of Default
pursuant to this Section 8.1(d), all references in the Incorporated Events
of Default to the "Administrative Agent" shall be deemed to refer to the
Administrative Agent hereunder, all references in the Incorporated Events
of Default to a "Lender" or the "Lenders" shall be deemed to refer to one
or more of the Lenders hereunder, all references in the Incorporated Events
of Default to the "Required Lenders" shall be deemed to refer to the Required
Lenders hereunder, all references in the Incorporated Events of Default
to the "Credit Agreement," or any similar references, shall be deemed to
refer to this Credit Agreement, all references in the Incorporated Events
of Default to a "Note" or the "Notes" shall be deemed to refer to one or
more of the Notes issued pursuant to Section 2.1(e) hereof and all references
in the Incorporated Events of Default to a "Credit Document" or the "Credit
Documents," or any similar references, shall be deemed to refer to one
or more of the Credit Documents as defined in Section 1.1 hereof.

8.2 Acceleration; Remedies.

Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the Required
Lenders or cured to the satisfaction of the Required Lenders (pursuant
to the voting procedures in Section 10.6), the Administrative Agent shall,
upon the request and direction of the Required Lenders, by written notice
to the Borrower take any of the following actions:

(a) Termination of Commitments. Declare the Commitments terminated
whereupon the Commitments shall be immediately terminated.
(b) Acceleration. Declare the unpaid principal of and any accrued
interest in respect of all Loans and any and all other indebtedness or
obligations of any and every kind owing by the Borrower to the Administrative
Agent and/or any of the Lenders hereunder to be due whereupon the same
shall be immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.

(c) Enforcement of Rights. Enforce any and all rights and interests
created and existing under the Credit Documents and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
8.1(d) of the Incorporated Events of Default shall occur, then the Commitments
shall automatically terminate and all Loans, all accrued interest in respect
thereof, all accrued and unpaid Fees and all other indebtedness or obligations
owing to the Administrative Agent and/or any of the Lenders hereunder automatically
shall immediately become due and payable without the giving of any notice
or other action by the Administrative Agent or the Lenders.

 

 




SECTION 9

AGENCY PROVISIONS


9.1 Appointment.

Each Lender hereby designates and appoints Bank of America, N.A. as
Administrative Agent (in such capacity as Administrative Agent hereunder,
the "Administrative Agent") of such Lender to act as specified herein and
the other Credit Documents, and each such Lender hereby authorizes the
Administrative Agent as the agent for such Lender, to take such action
on its behalf under the provisions of this Credit Agreement and the other
Credit Documents and to exercise such powers and perform such duties as
are expressly delegated by the terms hereof and of the other Credit Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary elsewhere herein and in the other Credit
Documents, the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein and therein, or any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Credit Agreement
or any of the other Credit Documents, or shall otherwise exist against
the Administrative Agent. The provisions of this Section are solely for
the benefit of the Administrative Agent and the Lenders and the Borrower
shall have no rights as a third party beneficiary of the provisions hereof.
In performing its functions and duties under this Credit Agreement and
the other Credit Documents, the Administrative Agent shall act solely as
agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligation or relationship of agency or trust with or for the
Borrower or any of its Affiliates.

9.2 Delegation of Duties.

The Administrative Agent may execute any of its respective duties hereunder
or under the other Credit Documents by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining
to such duties; provided that the use of any Administrative Agents
or attorneys-in-fact shall not relieve the Administrative Agent of its
duties hereunder.

9.3 Exculpatory Provisions.

The Administrative Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (a) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection herewith or in connection with any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct),
or (b) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower contained
herein or in any of the other Credit Documents or in any certificate, report,
document, financial statement or other written or oral statement referred
to or provided for in, or received by the Administrative Agent under or
in connection herewith or in connection with the other Credit Documents,
or enforceability or sufficiency therefor of any of the other Credit Documents,
or for any failure of the Borrower to perform its obligations hereunder
or thereunder. The Administrative Agent shall not be responsible to any
Lender for the effectiveness, genuineness, validity, enforceability, collectibility
or sufficiency of this Credit Agreement, or any of the other Credit Documents
or for any representations, warranties, recitals or statements made herein
or therein or made by the Borrower in any written or oral statement or
in any financial or other statements, instruments, reports, certificates
or any other documents in connection herewith or therewith furnished or
made by the Administrative Agent to the Lenders or by or on behalf of the
Borrower to the Administrative Agent or any Lender or be required to ascertain
or inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to
the use of the proceeds of the Loans or of the existence or possible existence
of any Default or Event of Default or to inspect the properties, books
or records of the Borrower or any of its Affiliates.

9.4 Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation reasonably
believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons and upon advice and statements
of legal counsel (including, without limitation, counsel to the Borrower,
independent accountants and other experts selected by the Administrative
Agent with reasonable care). The Administrative Agent may deem and treat
the Lenders as the owner of their respective interests hereunder for all
purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent in accordance
with Section 10.3(b) hereof. The Administrative Agent shall be fully justified
in failing or refusing to take any action under this Credit Agreement or
under any of the other Credit Documents unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate or
it shall first be indemnified to its satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or under any of the other Credit Documents in accordance
with a request of the Required Lenders (or to the extent specifically provided
in Section 10.6, all the Lenders) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders
(including their successors and assigns).

9.5 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower
referring to the Credit Document, describing such Default or Event of Default
and stating that such notice is a "notice of default." In the event that
the Administrative Agent receives such a notice, the Administrative Agent
shall give prompt notice thereof to the Lenders. The Administrative Agent
shall take such action with respect to such Default or Event of Default
as shall be reasonably directed by the Required Lenders.

9.6 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that each of the Administrative Agent
and its officers, directors, employees, agents, attorneys-in-fact or affiliates
has not made any representations or warranties to it and that no act by
the Administrative Agent or any affiliate thereof hereinafter taken, including
any review of the affairs of the Borrower or any of its Affiliates, shall
be deemed to constitute any representation or warranty by the Administrative
Agent to any Lender. Each Lender represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation
into the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Borrower or its Affiliates and made
its own decision to make its Loans hereunder and enter into this Credit
Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Credit Agreement, and to make
such investigation as it deems necessary to inform itself as to the business,
assets, operations, property, financial and other conditions, prospects
and creditworthiness of the Borrower and its Affiliates. Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by the Administrative Agent hereunder, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, assets, property,
financial or other conditions, prospects or creditworthiness of the Borrower
or any of its Affiliates which may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates.

9.7 Indemnification.

The Lenders agree to indemnify the Administrative Agent in its capacity
as such (to the extent not reimbursed by the Borrower and without limiting
the obligation of the Borrower to do so), ratably according to their respective
Commitments (or if the Commitments have expired or been terminated, in
accordance with the respective principal amounts of outstanding Loans and
Participation Interests of the Lenders), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the final payment of
all of the obligations of the Borrower hereunder and under the other Credit
Documents) be imposed on, incurred by or asserted against the Administrative
Agent in its capacity as such in any way relating to or arising out of
this Credit Agreement or the other Credit Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by the Administrative Agent under
or in connection with any of the foregoing; provided that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements resulting from the gross negligence or willful misconduct
of the Administrative Agent. If any indemnity furnished to the Administrative
Agent for any purpose shall, in the opinion of the Administrative Agent,
be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in
this Section shall survive the repayment of the Loans and other obligations
under the Credit Documents and the termination of the Commitments hereunder.

9.8 Administrative Agent in its Individual Capacity.

The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower,
its Subsidiaries or their respective Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to the
Loans made by and all obligations of the Borrower hereunder and under the
other Credit Documents, the Administrative Agent shall have the same rights
and powers under this Credit Agreement as any Lender and may exercise the
same as though it were not the Administrative Agent, and the terms "Lender"
and "Lenders" shall include the Administrative Agent in its individual
capacity.

9.9 Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 20 days written
notice to the Lenders, and may be removed, upon show of cause, by the Required
Lenders upon 30 days written notice to the Administrative Agent. Upon
any such resignation or removal, the Required Lenders shall have the right
to appoint a successor Administrative Agent; provided that, so long
as no Default or Event of Default has occurred and is continuing, such
successor Administrative Agent shall be reasonably acceptable to the Borrower.
If no successor Administrative Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days
after the notice of resignation or notice of removal, as appropriate, then
the retiring Administrative Agent shall select a successor Administrative
Agent provided such successor is a Lender hereunder or a commercial bank
organized under the laws of the United States of America or of any State
thereof and has a combined capital and surplus of at least $400,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor, such successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations as Administrative Agent,
as appropriate, under this Credit Agreement and the other Credit Documents
and the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative
Agent under this Credit Agreement.

9.10 Syndication Agent.

The Syndication Agent, in its capacity as such, shall have no rights,
powers, duties or obligations under this Credit Agreement or any of the
other Credit Documents.

 

 




SECTION 10

MISCELLANEOUS


10.1 Notices.

Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted and received (by confirmation of receipt)
via telecopy (or other facsimile device) to the number set out below, (iii)
the day following the day on which the same has been delivered prepaid
to a reputable national overnight air courier service, or (iv) the third
Business Day following the day on which the same is sent by certified or
registered mail, postage prepaid, in each case to the respective parties
at the address, in the case of the Borrower and the Administrative Agent,
set forth below, and, in the case of the Lenders, set forth on Schedule
2.1(a), or at such other address as such party may specify by written
notice to the other parties hereto:

if to the Borrower:
 
AutoZone, Inc.

123 South Front Street

Memphis, TN 38103

Attn: Chief Financial Officer

Telephone: (901) 495-7181

Telecopy: (901) 495-8317
 


with a copy to the Treasurer and to the General Counsel for the Borrower
at the same address;
 

if to the Administrative Agent:




Bank of America, N.A.

Agency Administrative Services

1850 Gateway Boulevard, 5th Floor

Concord, CA 94520-3281

Attn: Jennifer Reeves

Telephone: (925) 675-8384

Telecopy: (925) 969-2902








with a copy to:






Bank of America, N.A.

Retail Credit Products

Bank of America Corporate Center

100 N. Tryon Street, 16th Floor

Charlotte, North Carolina 28255

Attn: Timothy H. Spanos, Managing Director

Telephone: (704) 386-4507

Telecopy: (704) 388-8268




10.2 Right of Set-Off.

In addition to any rights now or hereafter granted under applicable
law, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default, each Lender is authorized at any time and from
time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and
to appropriate and apply any and all deposits (general or special) and
any other indebtedness at any time held or owing by such Lender (including,
without limitation, branches, agencies or Affiliates of such Lender wherever
located) to or for the credit or the account of the Borrower against obligations
and liabilities of such Person to such Lender hereunder, under the Notes
or the other Credit Documents, irrespective of whether such Lender shall
have made any demand hereunder and although such obligations, liabilities
or claims, or any of them, may be contingent or unmatured, and any such
set-off shall be deemed to have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the
books of such Lender subsequent thereto. Any Person purchasing a participation
in the Loans and Commitments hereunder pursuant to Section 3.13 or Section
10.3(d) may exercise all rights of set-off with respect to its participation
interest as fully as if such Person were a Lender hereunder.

10.3 Benefit of Agreement.

(a) Generally. This Credit Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided that the Borrower may
not assign or transfer any of its interests without prior written consent
of the Lenders; provided further that the rights of each
Lender to transfer, assign or grant participations in its rights and/or
obligations hereunder shall be limited as set forth in this Section 10.3,
provided
however that nothing herein shall prevent or prohibit any Lender from (i)
pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings
made by such Lender from such Federal Reserve Bank, or (ii) granting assignments
or selling participations in such Lender's Loans and/or Commitments hereunder
to its parent company and/or to any Affiliate or Subsidiary of such Lender.
(b) Assignments. Each Lender may assign all or a portion of its
rights and obligations hereunder, pursuant to an assignment agreement substantially
in the form of Schedule 10.3(b), to (i) any Lender or any Affiliate
or Subsidiary of a Lender, or (ii) any other commercial bank, financial
institution or "accredited investor" (as defined in Regulation D of the
Securities and Exchange Commission) that is reasonably acceptable to the
Administrative Agent and, so long as no Default or Event of Default has
occurred and is continuing, is reasonably acceptable to the Borrower; provided
that (i) any such assignment (other than any assignment to an existing
Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less,
the remaining amount of the Commitment being assigned by such Lender) of
the Commitments and in integral multiples of $1,000,000 above such amount,
(ii) so long as no Event of Default has occurred and is continuing, no
Lender shall assign more than 50% of such Lender's original Commitment
without the written consent of the Borrower and (iii) each such assignment
shall be of a constant, not varying, percentage of all such Lender's rights
and obligations under this Credit Agreement. Any assignment hereunder shall
be effective upon delivery to the Administrative Agent of written notice
of the assignment together with a transfer fee of $3,500 payable to the
Administrative Agent for its own account from and after the later of (i)
the effective date specified in the applicable assignment agreement and
(ii) the date of recording of such assignment in the Register pursuant
to the terms of subsection (c) below. The assigning Lender will give prompt
notice to the Administrative Agent and the Borrower of any such assignment.
Upon the effectiveness of any such assignment (and after notice to, and
(to the extent required pursuant to the terms hereof), with the consent
of, the Borrower as provided herein), the assignee shall become a "Lender"
for all purposes of this Credit Agreement and the other Credit Documents
and, to the extent of such assignment, the assigning Lender shall be relieved
of its obligations hereunder to the extent of the Loans and Commitment
components being assigned. Along such lines the Borrower agrees that upon
notice of any such assignment and surrender of the appropriate Note or
Notes, it will promptly provide to the assigning Lender and to the assignee
separate promissory notes in the amount of their respective interests substantially
in the form of the original Note (but with notation thereon that it is
given in substitution for and replacement of the original Note or any replacement
notes thereof). By executing and delivering an assignment agreement in
accordance with this Section 10.3(b), the assigning Lender thereunder and
the assignee thereunder shall be deemed to confirm to and agree with each
other and the other parties hereto as follows: (i) such assigning Lender
warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim; (ii) except as set
forth in clause (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto or the financial condition
of the Borrower or any of its respective Affiliates or the performance
or observance by the Borrower of any of its obligations under this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such assignment
agreement; (iv) such assignee confirms that it has received a copy of this
Credit Agreement, the other Credit Documents and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into such assignment agreement; (v) such assignee
will independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this Credit
Agreement and the other Credit Documents; (vi) such assignee appoints and
authorizes the Administrative Agent to take such action on its behalf and
to exercise such powers under this Credit Agreement or any other Credit
Document as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with
their terms all the obligations which by the terms of this Credit Agreement
and the other Credit Documents are required to be performed by it as a
Lender. If the assignee is not a United States person under Section 7701(a)(30)
of the Code, it shall deliver to the Borrower and the Administrative Agent
a valid certification as to exemption from deduction or withholding of
taxes in accordance with Section 3.10.

(c) Maintenance of Register. The Administrative Agent shall maintain
at one of its offices in Charlotte, North Carolina (i) a copy of each New
Commitment Agreement, (ii) a copy of each Lender assignment agreement delivered
to it in accordance with the terms of subsection (b) above and (iii) a
register for the recordation of the identity of the principal amount, type
and Interest Period of each Loan outstanding hereunder, the names, addresses
and the Commitments of the Lenders pursuant to the terms hereof from time
to time (the "Register"). The Administrative Agent will make reasonable
efforts to maintain the accuracy of the Register and to promptly update
the Register from time to time, as necessary. The Register shall be prima
facie, but not conclusive, evidence of the information contained therein
and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Credit Agreement. The Register
shall be available for inspection by the Borrower and each Lender, at any
reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Each Lender may sell, transfer, grant or
assign participations in all or any part of such Lender's interests and
obligations hereunder; provided that (i) such selling Lender shall
remain a "Lender" for all purposes under this Credit Agreement (such selling
Lender's obligations under the Credit Documents remaining unchanged) and
the participant shall not constitute a Lender hereunder, (ii) no such participant
shall have, or be granted, rights to approve any amendment or waiver relating
to this Credit Agreement or the other Credit Documents except to the extent
any such amendment or waiver would (A) reduce the principal of or rate
of interest on or Fees in respect of any Loans in which the participant
is participating or (B) postpone the date fixed for any payment of principal
(including extension of the Termination Date or the date of any mandatory
prepayment), interest or Fees in which the participant is participating,
and (iii) sub-participations by the participant (except to an affiliate,
parent company or affiliate of a parent company of the participant) shall
be prohibited. In the case of any such participation, the participant shall
not have any rights under this Credit Agreement or the other Credit Documents
(the participant's rights against the selling Lender in respect of such
participation to be those set forth in the participation agreement with
such Lender creating such participation) and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not sold such
participation, provided, however, that such participant shall
be entitled to receive additional amounts under Sections 3.6, 3.9 and 3.11
on the same basis as if it were a Lender provided that it shall not be
entitled to receive any more than the selling Lender would have received
had it not sold the participation.

(e) Designation.

(i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Designating Lender") may grant to one or more special
purpose funding vehicles (each, an "SPV"), identified as such in
writing from time to time by the Designating Lender to the Administrative
Agent and the Borrower, the option to provide to the Borrower all or any
part of any Loan that such Designating Lender would otherwise be obligated
to make to the Borrower pursuant to this Credit Agreement; provided that
(I) nothing herein shall constitute a commitment by any SPV to make any
Loan, (II) if an SPV elects not to exercise such option or otherwise fails
to provide all or any part of such Loan, the Designating Lender shall be
obligated to make such Loan pursuant to the terms hereof, (III) the Designating
Lender shall remain liable for any indemnity or other payment obligation
with respect to its Commitment hereunder and (IV) each such SPV would satisfy
the requirements of Section 3.10 if such SPV was a Lender hereunder. The
making of a Loan by an SPV hereunder shall utilize the Commitment of the
Designating Lender to the same extent, and as if, such Loan were made by
such Designating Lender.
(ii) As to any Loans or portion thereof made by it, each SPV shall have
all the rights that a Lender making such Loans or portion thereof would
have had under this Credit Agreement; provided, however that each SPV shall
have granted to its Designating Lender an irrevocable power of attorney,
to deliver and receive all communications and notices under this Credit
Agreement (and any related documents) and to exercise on such SPV's behalf,
all of such SPV's voting rights under this Credit Agreement. No additional
Note shall be required to evidence the Loans or portion thereof made by
an SPV; and the related Designating Lender shall be deemed to hold its
Note as agent for such SPV to the extent of the Loans or portion thereof
funded by such SPV. In addition, any payments for the account of any SPV
shall be paid to its Designating Lender as agent for such SPV.

(iii) Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or payment under this Credit Agreement for which a Lender
would otherwise be liable for so long as, and to the extent, the Designating
Lender provides such indemnity or makes such payment. In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Credit Agreement) that, prior to the date that
is one year and one day after the payment in full of all outstanding prior
indebtedness of any SPV, it will not institute against, or join any other
person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or similar proceedings
under the laws of the United States or any State thereof.

(iv) In addition, notwithstanding anything to the contrary contained
in this Section 10.3 or otherwise in this Credit Agreement, any SPV may
(I) at any time and without paying any processing fee therefor, assign
or participate all or a portion of its interest in any Loans to the Designating
Lender (or to any other SPV of such Designating Lender) or to any financial
institutions providing liquidity and/or credit support to or for the account
of such SPV to support the funding or maintenance of Loans and (II) disclose
on a confidential basis any non-public information relating to its Loans
to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancements to such SPV. This Section
10.3 may not be amended without the written consent of any Designating
Lender affected thereby.



10.4 No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender
in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Administrative Agent
or any Lender and the Borrower shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder
or thereunder. The rights and remedies provided herein are cumulative and
not exclusive of any rights or remedies which the Administrative Agent
or any Lender would otherwise have. No notice to or demand on the Borrower
in any case shall entitle the Borrower to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or the Lenders to any other or further
action in any circumstances without notice or demand.

10.5 Payment of Expenses, etc.

The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and
expenses (i) of the Administrative Agent in connection with the negotiation,
preparation, execution and delivery and administration of this Credit Agreement
and the other Credit Documents and the documents and instruments referred
to therein (including, subject to agreed upon limitations, the reasonable
fees and expenses of Moore & Van Allen, PLLC, special counsel to the
Administrative Agent and non-duplicative allocated costs of internal counsel)
and any amendment, waiver or consent relating hereto and thereto including,
but not limited to, any such amendments, waivers or consents resulting
from or related to any work-out, renegotiation or restructure relating
to the performance by the Borrower under this Credit Agreement and (ii)
of the Administrative Agent and the Lenders in connection with enforcement
of the Credit Documents and the documents and instruments referred to therein
(including, without limitation, in connection with any such enforcement,
the reasonable fees and disbursements of counsel (including non-duplicative
allocated costs of internal counsel) for the Administrative Agent and each
of the Lenders); (b) pay and hold each of the Lenders harmless from and
against any and all future stamp and other similar taxes with respect to
the foregoing matters and save each of the Lenders harmless from and against
any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Lender) to pay
such taxes; and (c) indemnify each Lender, its officers, directors, employees,
representatives, agents and Affiliates from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred
by any of them as a result of, or arising out of, or in any way related
to, or by reason of (i) any investigation, litigation or other proceeding
(whether or not any Lender is a party thereto, but excluding any investigation
initiated by the Person seeking indemnification hereunder) related to the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loans (including other extensions of credit) hereunder or the consummation
of any other transactions contemplated in any Credit Document, including,
without limitation, the reasonable fees and disbursements of counsel (including
non-duplicative allocated costs of internal counsel) incurred in connection
with any such investigation, litigation or other proceeding or (ii) the
presence or Release of any Materials of Environmental Concern at, under
or from any Property owned, operated or leased by the Borrower or any of
its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries
to comply with any Environmental Law (but excluding, in the case of either
of clause (i) or (ii) above, any such losses, liabilities, claims, damages
or expenses to the extent (A) incurred by reason of gross negligence or
willful misconduct on the part of the Person to be indemnified, (B) owing
to the Borrower or (C) owing to another Person entitled to indemnification
hereunder).

10.6 Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document nor any
of the terms hereof or thereof may be amended, changed, waived, discharged
or terminated unless such amendment, change, waiver, discharge or termination
is in writing entered into by, or approved in writing by, the Required
Lenders and the Borrower, provided, however, that:

(a) no such amendment, change, waiver, discharge or termination shall,
without the consent of each Lender directly affected thereby, (i) reduce
the rate or extend the time of payment of interest (other than as a result
of (x) waiving the applicability of any post-default increase in interest
rates or (y) an amendment approved by the Required Lenders as set forth
in the definition of "Applicable Percentage" following the withdrawal by
S&P and Moody's of their ratings on the Borrower's senior unsecured
(non-credit enhanced) long term debt) on any Loan or fees hereunder, (ii)
reduce the rate or extend the time of payment of any fees owing hereunder,
(iii) extend (A) the Commitments of the Lenders, or (B) the final maturity
of any Loan, or any portion thereof, or (iv) reduce the principal amount
on any Loan;
(b) no such amendment, change, waiver, discharge or termination shall,
without the consent of each Lender directly affected thereby, (i) except
as otherwise permitted under Section 3.4(b), increase the Commitments of
the Lenders over the amount thereof in effect (it being understood and
agreed that a waiver of any Default or Event of Default shall not constitute
a change in the terms of any Commitment of any Lender), (ii) amend, modify
or waive any provision of this Section 10.6 or Section 3.6, 3.10, 3.11,
3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or 10.9, (iii) reduce or increase
any percentage specified in, or otherwise modify, the definition of "Required
Lenders," or (iv) consent to the assignment or transfer by the Borrower
of any of its rights and obligations under (or in respect of) the Credit
Documents to which it is a party;

(c) no provision of Section 9 may be amended without the consent of
the Administrative Agent; and

(d) designation of the Master Account or of any Financial Officer may
not be made without the written consent of at least two Financial Officers
of the Borrower.

10.7 Counterparts.

This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. It shall not
be necessary in making proof of this Credit Agreement to produce or account
for more than one such counterpart.

10.8 Headings.

The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction
of any provision of this Credit Agreement.

10.9 Survival.

All indemnities set forth herein, including, without limitation, in
Section 3.9, 3.11, 9.7 or 10.5 shall survive the execution and delivery
of this Credit Agreement, the making of the Loans, the repayment of the
Loans and other obligations under the Credit Documents and the termination
of the Commitments hereunder, and all representations and warranties made
by the Borrower herein shall survive delivery of the Notes and the making
of the Loans hereunder.

10.10 Governing Law; Submission to Jurisdiction; Venue.

(a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document may be brought in the courts of
the State of New York in New York County, or of the United States for the
Southern District of New York, and, by execution and delivery of this Credit
Agreement, the Borrower hereby irrevocably accepts for itself and in respect
of its property, generally and unconditionally, the nonexclusive jurisdiction
of such courts. The Borrower further irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to it at the address set out for notices pursuant
to Section 10.1, such service to become effective three (3) days after
such mailing. Nothing herein shall affect the right of the Administrative
Agent to serve process in any other manner permitted by law or to commence
legal proceedings or to otherwise proceed against the Borrower in any other
jurisdiction.
(b) The Borrower hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Credit Agreement
or any other Credit Document brought in the courts referred to in subsection
(a) hereof and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

(c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE AGENT,
THE LENDERS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

10.11 Severability.

If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and
shall be construed without giving effect to the illegal, invalid or unenforceable
provisions.

10.12 Entirety.

This Credit Agreement together with the other Credit Documents represent
the entire agreement of the parties hereto and thereto, and supersede all
prior agreements and understandings, oral or written, if any, including
any commitment letters or correspondence relating to the Credit Documents
or the transactions contemplated herein and therein.

10.13 Binding Effect; Termination.

(a) This Credit Agreement shall become effective at such time on or
after the Closing Date when it shall have been executed by the Borrower
and the Administrative Agent, and the Administrative Agent shall have received
copies hereof (telefaxed or otherwise) which, when taken together, bear
the signatures of each Lender, and thereafter this Credit Agreement shall
be binding upon and inure to the benefit of the Borrower, the Administrative
Agent and each Lender and their respective successors and assigns.
(b) The term of this Credit Agreement shall be until no Loans or any
other amounts payable hereunder or under any of the other Credit Documents
shall remain outstanding and until all of the Commitments hereunder shall
have expired or been terminated.

0.14 Confidentiality.

The Administrative Agent and the Lenders agree to keep confidential
(and to cause their respective affiliates, officers, directors, employees,
agents and representatives to keep confidential) all information, materials
and documents furnished to the Administrative Agent or any such Lender
by or on behalf of the Borrower (whether before or after the Closing Date)
which relates to the Borrower or any of its Subsidiaries (the "Information").
Notwithstanding the foregoing, the Administrative Agent and each Lender
shall be permitted to disclose Information (i) to its affiliates, officers,
directors, employees, agents and representatives in connection with its
participation in any of the transactions evidenced by this Credit Agreement
or any other Credit Documents or the administration of this Credit Agreement
or any other Credit Documents; (ii) to the extent required by applicable
laws and regulations or by any subpoena or similar legal process, or requested
by any Governmental Authority; (iii) to the extent such Information (A)
becomes publicly available other than as a result of a breach of this Credit
Agreement or any agreement entered into pursuant to clause (iv) below,
(B) becomes available to the Administrative Agent or such Lender on a non-confidential
basis from a source other than the Borrower or (C) was available to the
Administrative Agent or such Lender on a non-confidential basis prior to
its disclosure to the Administrative Agent or such Lender by the Borrower;
(iv) to any assignee or participant (or prospective assignee or participant)
so long as such assignee or participant (or prospective assignee or participant)
first specifically agrees in a writing furnished to and for the benefit
of the Borrower to be bound by the terms of this Section 10.14; (v) to
the extent required in connection with the exercise of remedies under this
Credit Agreement or any other Credit Documents; or (vi) to the extent that
the Borrower shall have consented in writing to such disclosure. Nothing
set forth in this Section 10.14 shall obligate the Administrative Agent
or any Lender to return any materials furnished by the Borrower.

10.15 Source of Funds.

Each of the Lenders hereby represents and warrants to the Borrower that
at least one of the following statements is an accurate representation
as to the source of funds to be used by such Lender in connection with
the financing hereunder:

(a) no part of such funds constitutes assets allocated to any separate
account maintained by such Lender in which any employee benefit plan (or
its related trust) has any interest;
(b) to the extent that any part of such funds constitutes assets allocated
to any separate account maintained by such Lender, such Lender has disclosed
to the Borrower the name of each employee benefit plan whose assets in
such account exceed 10% of the total assets of such account as of the date
of such purchase (and, for purposes of this subsection (b), all employee
benefit plans maintained by the same employer or employee organization
are deemed to be a single plan);

(c) to the extent that any part of such funds constitutes assets of
an insurance company's general account, such insurance company has complied
with all of the requirements of the regulations issued under Section 401(c)(1)(A)
of ERISA; or

(d) such funds constitute assets of one or more specific benefit plans
which such Lender has identified in writing to the Borrower.

As used in this Section 10.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section
3 of ERISA.

10.16 Conflict.

To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document,
on the other hand, this Credit Agreement shall control.

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

 

 

BORROWER:                                  
AUTOZONE, INC.

                                         
                  
a Nevada corporation






By:  /s/ Robert J. Hunt

Name: Robert J. Hunt

Title: EVP & CFO
By: /s/ Harry L. Goldsmith

Name: Harry L. Goldsmith

Title: Sr. V.P. & General Counsel












LENDERS:                                      
   
BANK OF AMERICA, N.A.,

                                         
                    
individually in its capacity as a

                                         
                    
Lender and in its capacity as Administrative Agent





By:  /s/ Timothy H. Spanos

Name: Timothy H. Spanos

Title:  Managing Director











                                          
                 
THE CHASE MANHATTAN BANK





By:  /s/ Barry K. Bergman

Name: Barry K. Bergman

Title:  Vice President

















BANK ONE, NA
By: /s/ Catherine A. Muszynski

Name: Catherine A. Muszynski

Title: Vice President












                                          
                 
FLEET NATIONAL BANK





By:  /s/ Thomas J. Ballard

Name: Thomas J. Ballard

Title: Director













                                        
                   
THE BANK OF NEW YORK






By:  /s/ Howard F. Bascom, Jr.

Name: Howard F. Bascom, Jr.

Title: Vice President

















CITICORP USA, INC.
By: /s/ Robert Spence

Name:

Title:












                                          
                 
FIRST UNION NATIONAL BANK





By: /s/ Anthony D. Braxton

Name: Anthony D. Braxton

Title: Vice President











                                          
                
THE FIFTH THIRD BANK





By: /s/ Megan Heisel

Name: Mega Heisel

Title: Large Corporate Accounts











                                          
                 
FIRST TENNESSEE BANK

                                         
                  
NATIONAL ASSOCIATION





By: /s/ James H. Moore, Jr.

Name: James H. Moore, Jr.

Title: Senior Vice President

















FIRSTAR BANK, NA
By:  /s/ Amanda Smith

Name: Amanda Smith

Title: Banking Officer

 












                                          
                 
HIBERNIA NATIONAL BANK





By: /s/ Laura K. Watts

Name: Laura K. Watts

Title: Assistant Vice President











                                          
                 
THE INDUSTRIAL BANK OF JAPAN,

                                         
                  
LIMITED





By: /s/ Minami Miure

Name: Minami Miure

Title: Senior Vice President











                                          
                 
KEYBANK NATIONAL ASSOCIATION





By:  /s/ Mark A. LoSchiavo

Name: Mark A. LoSchiavo

Title: Assistant Vice President











                                          
                  
MERRILL LYNCH BANK USA





By: /s/ Raymond J. Dardano

Name: Raymond J. Dardano

Title: Senior Credit Officer











                                          
                 
NATIONAL CITY BANK





By:  /s/ James Ritchie

Name: James Ritchie

Title: Account Officer

















SUNTRUST BANK
By:  /s/ Bryan W. Ford

Name: Bryan W. Ford

Title: Vice President

 












                                          
                 
UNION BANK OF CALIFORNIA, N.A.





By: /s/ J. William Bloore

Name: J. William Bloore

Title: Vice President











                                          
                 
UNION PLANTERS BANK





By:  /s/ Shea Buchignani

Name: Shea Buchignani

Title: Assistant Vice President











                                          
                 
WACHOVIA BANK, N.A.





By:  /s/ Elizabeth Witherspoon

Name: Elizabeth Witherspoon

Title: Assistant Vice President















Schedule 1.1

APPLICABLE PERCENTAGE





	Pricing

Level	S&P/Moody's

Rating	Applicable Percentage
for

Eurodollar Loans	Applicable Percentage
for 

Base Rate Loans	Applicable Percentage

for

Facility Fee	Applicable Percentage
for
Utilization Fee
	Level I	A-/A3 or above	40.0 bps	0	10.0 bps	12.5 bps
	Level II	BBB+/Baa1 	50.0 bps	0	12.5 bps	12.5 bps
	Level III	BBB/Baa2 	60.0 bps	0	15.0 bps	25.0 bps
	Level IV	BBB-/Baa3 	90.0 bps	0	22.5 bps	25.0 bps
	Level V	BB+/Ba1 or below	120.0 bps 	0	30.0 bps	25.0 bps



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.





Schedule 2.1(a)
LENDERS





	

Lender	Commitment

Percentage	

Commitment
	Bank of America, N.A.

Bank of America Corporate Center

100 N. Tryon Street, 16th Floor

Charlotte, NC 28255

Attn: Timothy H. Spanos 

Tel: (704) 386-4507

Fax: (704) 388-8268	11.53846153%	$75,000,000
	The Chase Manhattan Bank

220 Park Avenue, 48th Floor

New York, NY 10017

Attn: Barry Bergman

Tel: (212) 270-0203

Fax: (212) 270-5646	11.53846153%	$75,000,000
	Fleet National Bank

100 Federal Street

MHDE 10009E

Boston, MA 02110

Attn: Thomas J. Bullard

Tel: (617) 434-3824

Fax: (617) 434-6685	10.96153861%	$71,250,000
	Bank One, NA

1 Bank One Plaza, 14th Floor

IL1-0086

Chicago, IL 60670

Attn: John D. Runger

Tel: (312) 732-7101

Fax: (312) 732-1117	10.96153861%	$71,250,000
	The Bank of New York

One Wall Street, 8th Floor

Retailing Industry Division

New York, NY 10286

Attn: Lucille Cuttone

Telephone: (212) 635-7879

Facsimile: (212) 635-1481	1.92307692%	$12,500,000
	Citicorp USA, Inc.

399 Park Avenue, 5th Floor

New York, NY 10043

Attn: Robert Kane

Tel: (212) 559-3414

Fax: (212) 793-7460	9.61538462%	$62,500,000
	First Union National Bank

PA4843

Widener Building, 12th Floor

1339 Chestnut Street

Philadelphia, PA 19107

Attn: Mark S. Supple

Tel: (215) 973-8933

Fax: (215) 786-2877	9.61538462%	$62,500,000
	The Fifth Third Bank

38 Fountain Square Plaza

MD 109054

Cincinnati, OH 45263

Attn: Megan Heisel

Tel: (513) 744-8662

Fax: (513) 744-5947	1.92307692%	$12,500,000
	First Tennessee Bank National
Association

165 Madison Avenue, 9th Floor

Memphis, TN 38103-2723

Attn: James H. Moore, Jr.

Tel: (901) 523-4108

Fax: (901) 523-4267	1.53846154%	$10,000,000
	Firstar Bank, NA

1 Firstar Plaza, TRAM 12-3

St. Louis, MO 63101-0524

Attn: Amanda Smith

Tel: (314) 418-3638

Fax: (314) 418-1963	3.84615385%	$25,000,000
	Hibernia National Bank

313 Carondelet St.

New Orleans, LA 70130

Attn: Laura K. Watts

Tel: (504) 533-2029

Fax: (504) 533-5344	0.76923077%	$5,000,000
	The Industrial Bank of Japan,
Limited

One Ninety One Peachtree Tower

Suite 3825

191 Peachtree Street, N.E.

Atlanta, GA 30303-1757

Attn: James Masters

Tel: (404) 524-8770 x106

Fax: (404) 524-8509	1.92307692%	$12,500,000
	KeyBank National Association

127 Public Square, OH-01-27-0606

Cleveland, OH 44114-1306

Attn: Mark A. LoSchiavo

Tel: (216) 689-0598

Fax: (216) 689-4981	1.92307692%	$12,500,000
	Merrill Lynch Bank USA

15 W. South Temple, Suite 300

Salt Lake City, UT 84101

Attn: Raymond J. Dardano

Tel: (801) 526-8309

Fax: (801) 363-8611	2.69230769%	$17,500,000
	National City Bank

1900 E. 9th Street, #2077

Cleveland, OH 44114

Attn: James C. Ritchie

Tel: (216) 575-9918

Fax: (216) 22-0003	1.92307692%	$12,500,000
	SunTrust Bank

6410 Poplar Avenue, Suite 320

Memphis, TN 38119

Attn: Bryan W. Ford

Tel: (901) 762-9862

Fax: (901) 766-7565	9.61538462%	$62,500,000
	Union Bank of California, N.A.

350 California Street, 6th Floor

San Francisco, CA 94104

Attn: William Bloore

Tel: (415) 705-5041

Fax: (415) 705-7085	3.84615385%	$25,000,000
	Union Planters Bank

6200 Poplar Avenue, HQ4

Memphis, TN 38119

Attn: Shea Buchignani

Tel: (901) 580-5583

Fax: (901) 580-5451	1.92307692%	$12,500,000
	Wachovia Bank, N.A.

191 Peachtree Street, NE

29th Floor

Atlanta, GA 30303

Attn: Karin E. Reel

Tel: (404) 332-5187

Fax: (404) 332-5016	1.92307692%	$12,500,000
	Total:	100%	$650,000,000.00











Schedule 2.1(b)(i)
FORM OF NOTICE OF BORROWING


Bank of America, N.A.,

as Administrative Agent for the Lenders

1850 Gateway Boulevard, 5th Floor

Concord, California 94520-3281

Attn: Agency Administrative Services

Ladies and Gentlemen:

The undersigned, AUTOZONE, INC. (the "Borrower"), refers
to the 364-Day Credit Agreement dated as of May 23, 2000 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"),
among the Borrower, the Lenders, Bank of America, N.A., as Administrative
Agent and The Chase Manhattan Bank, as Syndication Agent. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement. The Borrower hereby gives notice
pursuant to Section 2.1 of the Credit Agreement that it requests a Revolving
Loan advance under the Credit Agreement, and in connection therewith sets
forth below the terms on which such Revolving Loan advance is requested
to be made:

(A)     Date of Borrowing

           (which
is a Business Day)        ______________________

(B)     Principal Amount of

          Borrowing                               
______________________

(C)     Interest rate basis                    
______________________

(D)     Interest Period and the

          last day thereof                       
______________________

In accordance with the requirements of Section 4.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in subsection (b) of such Section, and confirms that the matters
referenced in subsections (c), (d) and (e) of such Section, are true and
correct.

 






Very truly yours,
AUTOZONE, INC.

By:

Name:

Title:



















Schedule 2.1(e)
FORM OF REVOLVING NOTE


May 23, 2000

 

 

FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of __________________________,
its successors and assigns (the "Lender"), at the office of Bank
of America, N.A., as Administrative Agent (the "Administrative Agent"),
at 1850 Gateway Boulevard, 5th Floor, Concord, California 94520-3281,
Attn: Agency Administrative Services (or at such other place or places
as the holder hereof may designate), at the times set forth in the 364-Day
Credit Agreement, dated as of May 23, 2000, among the Borrower, the Lenders,
the Administrative Agent and the Syndication Agent (as it may be amended,
modified, extended or restated from time to time, the "Credit Agreement";
all capitalized terms not otherwise defined herein shall have the meanings
set forth in the Credit Agreement), but in no event later than the Termination
Date, in Dollars and in immediately available funds, the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, and to pay interest from the date hereof
on the unpaid principal amount hereof, in like money, at said office, on
the dates and at the rates selected in accordance with Section 2.1(d) of
the Credit Agreement.

Upon the occurrence and during the continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in Section
3.1 of the Credit Agreement. Further, in the event the payment of all sums
due hereunder is accelerated under the terms of the Credit Agreement, this
Note, and all other indebtedness of the Borrower to the Lender shall become
immediately due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and
interest, all costs of collection, including reasonable attorneys' fees.

All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be endorsed by the holder hereof on a schedule attached hereto and
incorporated herein by reference, or on a continuation thereof which shall
be attached hereto and made a part hereof; provided, however,
that any failure to endorse such information on such schedule or continuation
thereof shall not in any manner affect the obligation of the Borrower to
make payments of principal and interest in accordance with the terms of
this Note.

This Note and the Revolving Loans evidenced hereby may be transferred
in whole or in part only by registration of such transfer on the Register
maintained by or on behalf of the Borrower as provided in Section 10.3(c)
of the Credit Agreement.

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

 







AUTOZONE, INC.
By:

Name:

Title:

By:

Name:

Title:























Schedule 2.2(f)

FORM OF COMPETITIVE NOTE


May 23, 2000



 
FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of __________________________,
its successors and permitted assigns (the "Lender"), at the office
of Bank of America, N.A., as Administrative Agent (the "Administrative
Agent"), at 1850 Gateway Boulevard, 5th Floor, Concord,
California 94520-3281, Attn: Agency Administrative Services (or at such
other place or places as the holder hereof may designate), at the times
set forth in the 364-Day Credit Agreement, dated as of May 23, 2000, among
the Borrower, the Lenders, the Administrative Agent and the Syndication
Agent (as it may be amended, modified, extended or restated from time to
time, the "Credit Agreement"; all capitalized terms not otherwise
defined herein shall have the meanings set forth in the Credit Agreement),
but in no event later than the Termination Date, in Dollars and in immediately
available funds, the aggregate unpaid principal amount of all Competitive
Loans made by the Lender to the Borrower pursuant to the Credit Agreement,
and to pay interest from the date hereof on the unpaid principal amount
hereof, in like money, at said office, on the dates and at the rates selected
in accordance with Section 2.2 of the Credit Agreement and in the respective
Competitive Bid applicable to each Competitive Loan borrowing evidenced
hereby.

Upon the occurrence and during the continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in Section
3.1 of the Credit Agreement. Further, in the event the payment of all sums
due hereunder is accelerated under the terms of the Credit Agreement, this
Note, and all other indebtedness of the Borrower to the Lender shall become
immediately due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and
interest, all costs of collection, including reasonable attorneys' fees.

All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be endorsed by the holder hereof on a schedule attached hereto and
incorporated herein by reference, or on a continuation thereof which shall
be attached hereto and made a part hereof; provided, however,
that any failure to endorse such information on such schedule or continuation
thereof shall not in any manner affect the obligation of the Borrower to
make payments of principal and interest in accordance with the terms of
this Note.

This Note and the Loans evidenced hereby may be transferred in whole
or in part only by registration of such transfer on the Register maintained
by or on behalf of the Borrower as provided in Section 10.3(c) of the Credit
Agreement.

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

 







AUTOZONE, INC.
By:

Name:

Title:

By:

Name:

Title:


















Schedule 3.2

FORM OF NOTICE OF EXTENSION/CONVERSION


Bank of America, N.A.,

as Administrative Agent for the Lenders

1850 Gateway Boulevard, 5th Floor

Concord, California 94520-3281

Attn: Agency Administrative Services

Ladies and Gentlemen:

The undersigned, AutoZone, Inc. (the "Borrower"), refers to the
364-Day Credit Agreement dated as of May 23, 2000 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"),
among the Borrower, the Lenders, Bank of America, N.A., as Administrative
Agent and The Chase Manhattan Bank, as Syndication Agent. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement. The Borrower hereby gives notice
pursuant to Section 3.2 of the Credit Agreement that it requests an extension
or conversion of a Revolving Loan outstanding under the Credit Agreement,
and in connection therewith sets forth below the terms on which such extension
or conversion is requested to be made:

(A)     Date of Extension or Conversion

           (which
is the last day of the

           the applicable
Interest Period)           
______________________

(B)     Principal Amount of

          Extension or
Conversion                    
______________________

(C)     Interest rate basis                              
______________________

(D)     Interest Period and the

           last day
thereof                                 
______________________

In accordance with the requirements of Section 4.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in subsection (b) of such Section, and confirms that the matters
referenced in subsections (c), (d) and (e) of such Section, are true and
correct.

 







Very truly yours,
AUTOZONE, INC.

By:

Name:

Title:






















Schedule 3.4(b)

 

 
FORM OF

NEW COMMITMENT AGREEMENT











Reference is made to the 364-Day Credit Agreement dated as of May 23,
2000, as amended and modified from time to time thereafter (the "Credit
Agreement") among AutoZone, Inc., the Lenders party thereto, Bank of
America, N.A., as Administrative Agent and The Chase Manhattan Bank, as
Syndication Agent. Terms defined in the Credit Agreement are used herein
with the same meanings.

1. The undersigned Lender hereby confirms its Commitment, effective
as of the Effective Date set forth below, to make Loans under the Credit
Agreement up to the principal amount of such Commitment as set forth below.
If the undersigned Lender is already a Lender under the Credit Agreement,
such Lender acknowledges and agrees that such Commitment is in addition
to any existing Commitment of such Lender under the Credit Agreement. If
the undersigned Lender is not already a Lender under the Credit Agreement,
such Lender hereby acknowledges, agrees and confirms that, by its execution
of this New Commitment Agreement, such Lender will, as of the Effective
Date, be a party to the Credit Agreement and be bound by the provisions
of the Credit Agreement and, to the extent of its Commitment, have the
rights and obligations of a Lender thereunder.

2. This New Commitment Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

3. This New Commitment Agreement may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. It shall not
be necessary in making proof of this New Commitment Agreement to produce
or account for more than one such counterpart.

Amount of Commitment $____________________

Effective Date of Commitment _____________________, 20___

The terms set forth above

are hereby agreed to:

 

[Lender]

By:

Name:

Title:

 

 

CONSENTED TO:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:

Name:

Title:

 

 

AUTOZONE, INC.

By:

Name:

Title:

 







Schedule 4.1(e)
FORM OF LEGAL OPINION

This is the form of legal opinion delivered by
AutoZone

in connection with prior AutoZone credit facilities.

[DATE]


Bank of America, N.A., as Administrative Agent,

and each of the Lenders party to the

Credit Agreements referred to below

c/o Bank of America, N.A.

Agency Administrative Services

1850 Gateway Boulevard, 5th Floor

Concord, California 94520-3281

RE: AutoZone, Inc. 364-Day Syndicated Credit Agreement

Ladies and Gentlemen:

I am the Senior Vice President, Secretary and General Counsel of AutoZone,
Inc., a Nevada corporation ("AutoZone"), and am familiar with the transactions
contemplated by the Credit Agreement dated as of November 13, 1998, as
amended by that certain Amendment No. 1 to Credit Agreement dated as of
July 16, 1999 among AutoZone, Inc., as Borrower, the several Lenders from
time to time party thereto, Bank of America, N.A. as Agent, SunTrust Bank,
Nashville, N.A., as Syndication Agent and The First National Bank of Chicago,
as Documentation Agent ("Credit Agreement"). Unless the context otherwise
requires, all terms used in this opinion which are specifically defined
in the Credit Agreement shall have the meanings given such terms in the
Credit Agreement.

In connection with the opinions expressed below, I have examined, or
caused to be examined, the Credit Documents. I have relied upon the representations
and warranties contained in each of such documents and upon originals or
copies, certified or otherwise identified to my satisfaction, of such corporate
records, documents and other instruments as in my judgment are relevant
to rendering the opinions expressed below. As to all matters of fact covered
by such documents, I have relied, without independent investigation or
verification on such documents. In such examination, I have assumed that
each of the parties to the Credit Agreement, other than AutoZone, had and
has, as the case may be, full power, authority and legal right to enter
into each Credit Document to which it is a party and that each such Credit
Document was or has been, as the case may be, duly authorized, executed
and delivered by each of such parties.

Based on the foregoing, it is my opinion that:

(i) Each of the Company and its subsidiaries has been duly organized
and is validly existing as a corporation or limited partnership under the
laws of the jurisdiction of its organization, with corporate or partnership,
as the case may be, power and authority to own its properties and conduct
its ordinary course of business;
(ii) Each of the Company and its subsidiaries has been duly qualified
as a foreign corporation or limited partnership, as the case may be, for
the transaction of business and is in good standing under the laws of each
jurisdiction in which it owns or leases properties, or conducts any business,
so as to require such qualification, or is subject to no material liability
or disability by reason of failure to be so qualified in any such jurisdiction;

(iii) Each of the Credit Documents to which AutoZone is a party, was
or has been, as the case may be, duly authorized, executed and delivered
by AutoZone and together constitute the legal, valid and binding obligations
of AutoZone enforceable against AutoZone in accordance with its and their
terms.

The opinions expressed in paragraph (iii) above are based upon the assumption
for purposes of such opinions and without independent analysis that notwithstanding
the respective choice of law clauses in the Credit Documents, the governing
law with respect to each of the Credit Documents is identical in all relevant
respects to the law of the State of Tennessee. Insofar as such opinion
relates to the enforceability of any instrument, such enforceability is
subject to applicable bankruptcy, insolvency and other similar laws affecting
the enforcement of creditors' rights generally whether such enforceability
is considered in a proceeding in equity or at law). The enforceability
of the remedies provided under the Credit Agreement may also be limited
by applicable laws which may affect the remedies provided therein but which
do not in my opinion affect the validity of the Credit Agreement or make
such remedies inadequate for the practical realization of the benefits
intended to be provided.

I do not express any opinion as to matters governed by any law other
than the Federal laws of the United States of America, the corporation
law of the State of Nevada and the laws of the State of Tennessee. Further,
I express no opinion as to the enforceability of the choice of law provisions
contained in any of the Credit Documents.

This opinion is rendered solely for your benefit in connection with
the transactions described above. This opinion may not be used or relied
upon by any other person, and may not be disclosed, quoted, filed with
a governmental agency or otherwise referred to without my prior written
consent except to your bank examiners, auditors and counsel and to prospective
transferees of your interests under the Credit Documents and their professional
advisers, or as required by law or pursuant to legal process.

 

                                          
                                  
Very truly yours,

 

 






Harry L. Goldsmith


















Schedule 6.2

FORM OF OFFICER'S COMPLIANCE CERTIFICATE


For the fiscal quarter ended _________________, 20___.

I, ______________________, [Title] of AutoZone, Inc. (the "Borrower")
hereby certify that, to the best of my knowledge and belief, with respect
to that certain 364-Day Credit Agreement dated as of May 23, 2000 (as amended,
modified, extended or restated from time to time, the "Credit Agreement";
all of the defined terms in the Credit Agreement are incorporated herein
by reference) among the Borrower, the Lenders party thereto, Bank of America,
N.A., as Administrative Agent and The Chase Manhattan Bank, as Syndication
Agent.

a. The company-prepared financial statements which accompany this
certificate are true and correct in all material respects and have been
prepared in accordance with GAAP applied on a consistent basis, subject
to changes resulting from normal year-end audit adjustments.
b. Since ___________ (the date of the last similar certification, or,
if none, the Closing Date) no Default or Event of Default has occurred
under the Credit Agreement; and

Delivered herewith are detailed calculations demonstrating compliance by
the Borrower with the financial covenants contained in Section 6.10 and
Section 6.11 of the Incorporated Covenants as of the end of the fiscal
period referred to above.

This ______ day of ___________, 20__.

 

 

AUTOZONE, INC.

By:

Name:

Title:







Schedule 10.3(b)

FORM OF ASSIGNMENT AND ACCEPTANCE

THIS ASSIGNMENT AND ACCEPTANCE dated as of _______________, 200_ is
entered into between ________________ ("Assignor") and ____________________
("Assignee").

Reference is made to the 364-Day Credit Agreement dated as of May 23,
2000, as amended and modified from time to time thereafter (the "Credit
Agreement") among AutoZone, Inc., the Lenders party thereto, Bank of
America, N.A., as Administrative Agent and The Chase Manhattan Bank as
Syndication Agent. Terms defined in the Credit Agreement are used herein
with the same meanings.

1. The Assignor hereby sells and assigns, without recourse, to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, effective
as of the Effective Date set forth below, the interests set forth below
(the "Assigned Interest") in the Assignor's rights and obligations
under the Credit Agreement, including, without limitation, the interests
set forth below in the Commitments and outstanding Loans of the Assignor
on the effective date of the assignment designated below (the "Effective
Date"), together with unpaid Fees accrued on the assigned Commitments
to the Effective Date and unpaid interest accrued on the assigned Loans
to the Effective Date. Each of the Assignor and the Assignee hereby makes
and agrees to be bound by all the representations, warranties and agreements
set forth in Section 10.3(b) of the Credit Agreement, a copy of which has
been received by the Assignee. From and after the Effective Date (i) the
Assignee, if it is not already a Lender under the Credit Agreement, shall
be a party to and be bound by the provisions of the Credit Agreement and,
to the extent of the interests purchased and assumed by the Assignee under
this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the interests
sold and assigned by the Assignor under this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

2. This Assignment and Acceptance shall be governed by and construed
in accordance with the laws of the State of New York.

3. Terms of Assignment

            (a)    
Date of Assignment:

            (b)    
Legal Name of Assignor:

            (c)    
Legal Name of Assignee:

            (d)    
Effective Date of Assignment:

            (e)    
Commitment of Assignee

                     
after giving effect to this

                     
Assignment and Acceptance as

                     
of the Effective Date                                    
$_________________

            (f)    
Commitment of Assignor

                    
after giving effect to this

                   
Assignment and Acceptance as

                   
of the Effective Date                                       
$_________________

            (g)   
Commitment Percentage of Assignee

                   
after giving effect to this

                   
Assignment and Acceptance

                   
as of the Effective Date

                   
(set forth to at least 8 decimals)                                    
                    
%

            (h)   
Commitment Percentage of Assignor

                   
after giving effect to this

                   
Assignment and Acceptance

                   
as of the Effective Date

                   
(set forth to at least 8 decimals)                                    
                     
%

4. This Assignment and Acceptance shall be effective only upon consent
of the Borrower and the Administrative Agent, if applicable, delivery to
the Administrative Agent of this Assignment and Acceptance together with
the transfer fee payable pursuant to Section 10.3(b) in connection herewith
and recordation in the Register pursuant to Section 10.3(c) of the terms
hereof.

5. This Assignment and Acceptance may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. It shall not
be necessary in making proof of this Assignment and Acceptance to produce
or account for more than one such counterpart.

The terms set forth above

are hereby agreed to:

 

________________________, as Assignor

By:

Name:

Title:

 

 

_______________________, as Assignee

By:

Name:

Title:

Notice address of Assignee:

 


<<Assignee>>

 
Attn:

Telephone: (___)

Telecopy: (___)






CONSENTED TO:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:

Name:

Title:

 

AUTOZONE, INC.

By:

Name:

Title: