EX-10.1


 Exhibit 10.1 

MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT 

Dated as of November 18, 2017 

among 
 AUTOZONE, INC., 

as Borrower, 
 THE SEVERAL LENDERS

 FROM TIME TO TIME PARTY HERETO 

AND 
 BANK OF AMERICA, N.A., 

as Administrative Agent and Swingline Lender 

and 
 JPMORGAN CHASE BANK, N.A.,

 as Syndication Agent 
  

 
 MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED 
 and 

J.P. MORGAN CHASE BANK, N.A., 
 as
Joint Lead Arrangers 
 and 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

J.P. CHASE BANK, N.A., 
 SUNTRUST
ROBINSON HUMPHREY, INC., 
 U.S. BANK NATIONAL ASSOCIATION, 

WELLS FARGO SECURITIES, LLC 
 and

 BARCLAYS BANK PLC, 
 as Joint
Book Runners 
 and 
 SUNTRUST
BANK, 
 U.S. BANK NATIONAL ASSOCIATION, 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

and 
 BARCLAYS BANK PLC, 

as Documentation Agents 






 MASTER EXTENSION, NEW COMMITMENT AND AMENDMENT AGREEMENT 

Reference is made to the Third Amended and Restated Credit Agreement dated as of November 18, 2016, as amended, modified, extended or
restated from time to time (the “Credit Agreement”) among AutoZone, Inc., the Lenders party thereto, Bank of America, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent. Terms defined in the Credit
Agreement are used in this Master Extension, New Commitment and Amendment Agreement (this “Agreement”) with the same meanings. 

1. Each undersigned Lender hereby confirms its Revolving Commitment, effective as of the Effective Date set forth below, to make Loans under
the Credit Agreement up to the principal amount of such Revolving Commitment as set forth on Schedule 2.1(a) attached hereto and, if applicable, agrees that its existing Revolving Commitment is hereby replaced. In order to effect the modified
Revolving Commitments of the Lenders as of the Effective Date, assignments of Revolving Commitments shall be deemed to be made among the applicable Lenders in such amounts as may be necessary, and with the same force and effect as if such
assignments of Revolving Commitments were evidenced by Assignment and Assumptions (but without the payment of any related assignment fee), and no other notices, consents, or documents shall be required in connection with such assignments (all of
which, to the extent otherwise required are hereby waived). 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 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 Revolving Commitment, have the rights and obligations of a Lender thereunder. The parties hereto
acknowledge and agree that this Agreement constitutes (x) a New Commitment Agreement substantially in the form of Schedule 3.4(b) to the Credit Agreement and (y) an Assignment and Assumption substantially in the form of Schedule 10.3(a) to
the Credit Agreement. For the avoidance of doubt, with respect to any Lender whose Revolving Commitment as of the Effective Date is zero, such Lender shall, as of the Effective Date, be released from its obligations under the Credit Agreement (and
cease to be a party thereto), except for those obligations of Lenders in respect of expense reimbursement and indemnification which by their express terms survive termination of the Commitments, but shall continue to be entitled to the benefits of
Sections 3.9, 3.10 and 3.11 of the Credit Agreement with respect to facts and circumstances occurring prior to the Effective Date. 
 2.
Furthermore, each undersigned Lender (together constituting Required Lenders under the Credit Agreement), the Borrower and the Administrative Agent agree that (a) the $400,000,000 increase option pursuant to Section 3.4(b) of the Credit
Agreement is hereby “refreshed” as of the Effective Date, (b) to that end, the references to “$400,000,000” and “$2,000,000,000” set forth in Section 3.4(b)(i) of the Credit Agreement are hereby amended
to read “$800,000,000 (inclusive of the $400,000,000 increase to the Revolving Committed Amount effective as of November 18, 2017)” and “$2,400,000,000,” respectively, (c) in Section 3.4(d) of the Credit
Agreement, the words “up to two (2) written requests” are hereby replaced with the following “make one written request” and (d) in Section 3.4(d) of the Credit Agreement, the words “(x) in the case of the
first such request, no earlier than 60 days prior to the first anniversary of the Closing Date, but no later than 45 days prior to the first anniversary of the Closing Date and (y) in the case of the second such request,” are hereby deleted.

 3. Each undersigned Lender hereby agrees that (a) pursuant to Section 3.4(d) of the Credit Agreement and effective as of the
Effective Date, the Termination Date relating to its Commitment is extended by one (1) year to November 18, 2022 and (b) the definition of “Termination Date” in Section 1.1 of the Credit Agreement is amended to replace
the reference to “November 18, 2021” with a reference to “November 18, 2022.” 
 4. The parties hereto agree that,
effective as of the Effective Date, Schedule 2.1(a) to the Credit Agreement is restated in its entirety to read as set forth on Schedule 2.1(a) attached hereto. The Borrower hereby ratifies and reaffirms the Credit Agreement, as amended
hereby, and the other Credit Documents and acknowledges and reaffirms that, after giving effect to the increase in the Revolving Commitments pursuant to this Agreement and the other amendments contained herein, it is bound by all terms of this
Credit Agreement and the other Credit Documents. 






 5. The Borrower agrees to pay on the Effective Date all fees and expenses relating to this
Agreement which are due and payable on such date, including all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent). 

6. Subject to (a) receipt by the Administrative Agent of (i) executed signature pages to this Agreement from the Borrower, each
Lender party hereto (which, for the avoidance of doubt, must constitute Required Lenders) and the Administrative Agent and (ii) the items required to be delivered by the Borrower pursuant to clauses (A), (C) and (D) of
Section 3.4(b)(ii) of the Credit Agreement (to the extent applicable), and (b) payment by the Borrower of the fees set forth in Section 5 above, the Effective Date of the extensions and new Revolving Commitments pursuant to this
Agreement shall be November 18, 2017 (the “Effective Date”). 
 7. Nothing contained in this Agreement shall be deemed
to constitute a waiver of any rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Credit Documents or under applicable law. 

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

9. This Agreement shall constitute a Credit Document. 

10. This 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 Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page by telecopy,
“pdf” or other electronic imaging means shall be effective as delivery of a manually executed counterpart. 






 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first written above. 
  

									
	BORROWER:	 		 	AUTOZONE, INC.
					
		 		 		 	By:	 	/s/ William T. Giles
		 		 		 	Name:	 	William T. Giles
		 		 		 	Title:	 	Executive Vice President and Chief Financial Officer
					
		 		 		 	By:	 	/s/ Brian L. Campbell
		 		 		 	Name:	 	Brian L. Campbell
		 		 		 	Title:	 	Vice President and Treasurer


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
	ADMINISTRATIVE AGENT:	 		 	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

					
		 		 		 	By:	 	/s/ Don B. Pinzon
		 		 		 	Name:	 	Don B. Pinzon
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
	LENDERS:	 		 	 BANK OF AMERICA, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Aron Frey
		 		 		 	Name:	 	Aron Frey
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 JPMORGAN CHASE BANK, N.A.,

as a Lender

					
		 		 		 	By:	 	/s/ Tony Yung
		 		 		 	Name:	 	Tony Yung
		 		 		 	Title:	 	Executive Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 BARCLAYS BANK PLC,
 as a
Lender

					
		 		 		 	By:	 	/s/ Ritam Bhalla
		 		 		 	Name:	 	Ritam Bhalla
		 		 		 	Title:	 	Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 SUNTRUST BANK,
 as a
Lender

					
		 		 		 	By:	 	/s/ David Ernst
		 		 		 	Name:	 	David Ernst
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 U.S. BANK NATIONAL ASSOCIATION,

as a Lender

					
		 		 		 	By:	 	/s/ Conan Schleicher
		 		 		 	Name:	 	Conan Schleicher
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 WELLS FARGO BANK, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Irena Stavreska
		 		 		 	Name:	 	Irena Stavreska
		 		 		 	Title:	 	Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 BANK OF THE WEST,
 as a
Lender

					
		 		 		 	By:	 	/s/ Brad Conley
		 		 		 	Name:	 	Brad Conley
		 		 		 	Title:	 	Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 BRANCH BANKING AND TRUST COMPANY,

as a Lender

					
		 		 		 	By:	 	/s/ Sean Miller
		 		 		 	Name:	 	Sean Miller
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

					
		 		 		 	By:	 	/s/ Jeremy Mipro
		 		 		 	Name:	 	Jeremy Mipro
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 CITIBANK, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Anita Philip
		 		 		 	Name:	 	Anita Philip
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Lender

					
		 		 		 	By:	 	/s/ Gordon Yip
		 		 		 	Name:	 	Gordon Yip
		 		 		 	Title:	 	Director

  

									
		 		 		 	By:	 	/s/ Gary Herzog
		 		 		 	Name:	 	Gary Herzog
		 		 		 	Title:	 	Managing Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

					
		 		 		 	By:	 	/s/ Ming K. Chu
		 		 		 	Name:	 	Ming K. Chu
		 		 		 	Title:	 	Director

  

									
		 		 		 	By:	 	/s/ Virginia Cosenza
		 		 		 	Name:	 	Virginia Cosenza
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 FIFTH THIRD BANK,
 as a
Lender

					
		 		 		 	By:	 	/s/ Mary Ramsey
		 		 		 	Name:	 	Mary Ramsey
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 KEYBANK NATIONAL ASSOCIATION,

as a Lender

					
		 		 		 	By:	 	/s/ Marianne T. Meil
		 		 		 	Name:	 	Marianne T. Meil
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 MIZUHO BANK, LTD.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Tracy Rahn
		 		 		 	Name:	 	Tracy Rahn
		 		 		 	Title:	 	Authorized Signatory


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 PNC BANK, NATIONAL ASSOCIATION,

as a Lender

					
		 		 		 	By:	 	/s/ Creighton Reiss
		 		 		 	Name:	 	Creighton Reiss
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 REGIONS BANK,
 as a
Lender

					
		 		 		 	By:	 	/s/ Jon-Paul Hickey
		 		 		 	Name:	 	Jon-Paul Hickey
		 		 		 	Title:	 	Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 SANTANDER BANK, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Andres Barbosa
		 		 		 	Name:	 	Andres Barbosa
		 		 		 	Title:	 	Executive Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 TD BANK, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Bernadette Collins
		 		 		 	Name:	 	Bernadette Collins
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Lender

					
		 		 		 	By:	 	/s/ Katie Cunningham
		 		 		 	Name:	 	Katie Cunningham
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 COMERICA BANK,
 as a
Lender

					
		 		 		 	By:	 	/s/ Robert Wilson
		 		 		 	Name:	 	Robert Wilson
		 		 		 	Title:	 	Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 COMPASS BANK,
 as a
Lender

					
		 		 		 	By:	 	/s/ Khoa Duong
		 		 		 	Name:	 	Khoa Duong
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 HSBC BANK USA, NA.
 as a
Lender

					
		 		 		 	By:	 	/s/ Jaime Eng Mariano
		 		 		 	Name:	 	Jaime Eng Mariano
		 		 		 	Title:	 	Senior Vice President #21440


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

					
		 		 		 	By:	 	/s/ Katsuyuki Kubo
		 		 		 	Name:	 	Katsuyuki Kubo
		 		 		 	Title:	 	Managing Director


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 THE HUNTINGTON NATIONAL BANK,

as a Lender

					
		 		 		 	By:	 	/s/ Joshua D. Elsea
		 		 		 	Name:	 	Joshua D. Elsea
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 THE NORTHERN TRUST COMPANY,

as a Lender

					
		 		 		 	By:	 	/s/ John C. Canty
		 		 		 	Name:	 	John C. Canty
		 		 		 	Title:	 	Senior Vice President


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)










									
		 		 	 BANCO SANTANDER S.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Isabel Pastor
		 		 		 	Name:	 	Isabel Pastor
		 		 		 	Title:	 	VP
					
		 		 		 	By:	 	/s/ Paloma Garcia
		 		 		 	Name:	 	Paloma Garcia
		 		 		 	Title:	 	VP


  

			
		  	 AUTOZONE, INC.

MASTER EXTENSION AND
 NEW COMMITMENT
AGREEMENT (2017)









 Schedule 2.1(a) 

LENDERS 
  

									
	 Lender
	  	Commitment
Percentage	 	 	Revolving
Commitment	 
	 Bank of America, N.A.
	  	 	8.312500000	% 	 	$	166,250,000.00	 
	 JPMorgan Chase Bank, N.A.
	  	 	8.312500000	% 	 	$	166,250,000.00	 
	 Barclays Bank PLC
	  	 	8.000000000	% 	 	$	160,000,000.00	 
	 SunTrust Bank
	  	 	8.000000000	% 	 	$	160,000,000.00	 
	 U.S. Bank National Association
	  	 	8.000000000	% 	 	$	160,000,000.00	 
	 Wells Fargo Bank, National Association
	  	 	8.000000000	% 	 	$	160,000,000.00	 
	 Bank of the West
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Branch Banking and Trust Company
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Capital One, National Association
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Citibank, N.A.
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Credit Agricole Corporate and Investment Bank
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Deutsche Bank AG New York Branch
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Fifth Third Bank
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 KeyBank National Association
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Mizuho Bank, Ltd.
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 PNC Bank, National Association
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Regions Bank
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Santander Bank, N.A.
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 TD Bank, N.A.
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	 	3.000000000	% 	 	$	60,000,000.00	 
	 Comerica Bank
	  	 	1.562500000	% 	 	$	31,250,000.00	 
	 Compass Bank
	  	 	1.562500000	% 	 	$	31,250,000.00	 
	 HSBC Bank USA, NA
	  	 	1.562500000	% 	 	$	31,250,000.00	 
	 Sumitomo Mitsui Banking Corporation
	  	 	1.562500000	% 	 	$	31,250,000.00	 
	 The Huntington National Bank
	  	 	1.562500000	% 	 	$	31,250,000.00	 
	 The Northern Trust Company
	  	 	1.562500000	% 	 	$	31,250,000.00	 
	 Banco Santander, S.A.
	  	 	0.000000000	% 	 	$	0.00	 
	 Total:
	  	 	100.000000000	% 	 	$	2,000,000,000.00