EX-4.4 Form of 7.125% Senior Note due 2018.






Exhibit 4.4



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




			
	 	 	 
	No. 1

CUSIP: 053332AJ1
	 	$250,000,000






AUTOZONE, INC.




7.125% Senior Note due 2018




Original Issue Date: August 4, 2008

Interest Payment Dates: February 1 and August 1

Maturity Date: August 1, 2018

Interest Rate: 7.125%




     AUTOZONE, INC., a Nevada corporation (hereinafter called the “Company”, which term includes
any successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of two hundred and fifty
million dollars (the “Principal Amount”) on the Maturity Date shown above, except as provided
below, and to pay interest thereon at the rate per annum shown above. (Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated.) The Company will pay interest semiannually on the Interest Payment Dates, commencing
on February 1, 2009. Interest on this Note will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the Original Issue Date shown above. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Indenture, be paid to the person in whose name this Note



 









 




(or one or more predecessor Securities) is registered at the close of business on the regular
record date for such interest, which shall be the June 1 or the December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.




     Payment of the principal of and interest on this Note will be made at the Corporate Trust
Office of the Trustee, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.



     If the Company defaults in a payment of interest on this Note, it shall pay the defaulted
interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to
the persons who are Securityholders of this Note on a subsequent special record date. The Company
shall fix that record date and payment date. At least ten (10) days before that record date, the
Company shall mail to the Trustee and to each Securityholder a notice that states that record date,
the payment date and the amount of interest and any interest thereon to be paid. The Company may
pay defaulted interest and any interest thereon in any other lawful manner.



     This Note is one of a duly authorized issue of securities of the Company (the “Securities”),
of the Series hereinafter specified, all issued under and pursuant to an indenture, dated as of
August 8, 2003 (the “Indenture”), duly executed and delivered by the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust Company, N.A.), as
Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and Holders of the Securities. The aggregate
principal amount of Securities that may be authorized and delivered under the Indenture is
unlimited. The Securities may be issued in one or more Series, which different Series may be
issued in various aggregate principal amounts, may mature at different times, may bear interest, if
any, at different rates, may be subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture provided. This Note is one of a
Series designated as the “7.125% Senior Notes due 2018” of the Company (herein referred to as the
“Notes”), initially issued in an aggregate principal amount of two hundred and fifty million
dollars ($250,000,000). The Company may from time to time, without notice to or the consent of the
holders of the Notes, create and issue additional Notes ranking equally and ratably with the Notes
and otherwise identical in all respects, except for the issue price, the issue date, the payment of
interest accruing prior to the issue date of such additional Notes and, in some cases, the first
payment of interest following the issue date of such additional Notes, so that such further Notes
shall be consolidated and form a single Series with the Notes.



     The Notes constitute senior unsecured debt obligations of the Company and rank equally in
right of payment among themselves and with all other existing and future senior, unsecured and
unsubordinated debt obligations of the Company.



     The Notes will be redeemable, in whole at any time or in part from time to time, at the option
of the Company, at a redemption price equal to accrued and unpaid interest on the principal amount
being redeemed to the redemption date plus the greater of (i) 100% of the principal amount of such
Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on such Notes being redeemed (not



 









 







including any portion of such payments of interest accrued to the date of redemption)
discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as determined in good
faith by the Company.



     “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such date of redemption.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be used, at the time of selection and under customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of such Notes.



     “Comparable Treasury Price” means, with respect to any date of redemption, the average of the
Reference Treasury Dealer Quotations for such date of redemption, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.



     “Quotation Agent” means one of the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
Markets Inc., SunTrust Robinson Humphrey, Inc. and their respective successors and any other
primary U.S. government securities dealer in New York City the Company selects (each, a “Primary
Treasury Dealer”). If any of the foregoing ceases to be a Primary Treasury Dealer, the Company
must substitute another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any date of redemption, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third business day before the date of redemption.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of the Notes to be redeemed.



     Unless the Company defaults in payment of the redemption price, on and after the date of
redemption, interest will cease to accrue on the Notes or portions of the Notes called for
redemption.



     The Notes will not be subject to, or have the benefit of, any sinking fund.



     In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, or shall become, due and



 









 







payable, in the manner, with the effect and subject to certain conditions set forth in the
Indenture. The Indenture provides that, subject to certain conditions therein set forth, any such
declaration of acceleration and its consequences may be waived by the Holders of a majority in
principal amount of the outstanding Notes.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the Holders of at least a majority in principal amount of the outstanding Notes to be affected
thereby, as provided in the Indenture, to enter into supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of the Notes; and the
Indenture also contains provisions allowing the Holders of at least a majority in principal amount
of the outstanding Notes to waive compliance with any provision of the Indenture or this Note;
provided, however, that no such supplemental indenture or amendment or waiver may, without the
consent of each Holder of Notes to be affected (a) reduce the amount of Notes whose Holders must
consent to an amendment, supplement or waiver; (b) reduce the rate of, change the method of
determination of or extend the time for payment of interest (including default interest) on any
Note; (c) reduce the principal or change the Stated Maturity of any Note; (d) make any change in
the provisions concerning waivers of Events of Default by Holders or the rights of Holders to
recover the principal of or interest on any Note; (e) waive a Default or Event of Default in the
payment of the principal of or interest on any Note (except a rescission of acceleration of the
Notes by the Holders of at least a majority in principal amount of the outstanding Notes and a
waiver of the payment default that resulted from such acceleration); (f) make the principal of or
interest on any Note payable in any currency other than that stated in the Note; (g) make any
change in Sections 7.8, 7.13, or 10.3 of the Indenture; or (h) waive a redemption payment with
respect to any Note. The Indenture also provides that the Holders of not less than a majority in
principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any
past Default under the Indenture with respect to the Notes and its consequences, except a Default
(i) in the payment of the principal of or interest on any Note (provided, however, that the Holders
of a majority in principal amount of the outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration) or (ii)
in respect of a covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each outstanding Notes affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon. Any such waiver by the Holders of the Notes shall be
conclusive and binding upon the Holder of this Note and upon all future Holders and owners of this
Note and of any Note issued upon the transfer hereof or in exchange or substitution hereof.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable by the Holder hereof on the register of the Company, upon due
presentment of this Note for registration of transfer at the office of the Registrar, or at the
office



 









 







of any co-registrar duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to, the Company and the Registrar or any such co-registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for an equal principal amount will be issued to the designated
transferee or transferees.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith.



     The Notes are issuable only as registered Notes without coupons in denominations equal to
$2,000 or an integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for new Notes of any
authorized denominations of an equal principal amount as requested by the Holder surrendering the
same.



     Notwithstanding the other provisions of the Indenture, payment of the principal of and
interest, if any, on any Note represented by a Global Security shall be made to the Holder thereof.
The Company and the Trustee understand that interest on any such Global Security will be disbursed
or credited by the Depository to the persons having beneficial ownership thereof pursuant to a
book-entry or other system maintained by the Depository.



     Except as provided in the foregoing paragraph, the Company, the Trustee and any Agent shall
treat a person as the Holder of such principal amount of outstanding Notes represented by a Global
Security as shall be specified in a written statement of the Depository with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or directions required to
be given by the Holders pursuant to this Indenture.



     The Holder of this Note shall not have recourse for the payment of principal of or interest on
this Note or for any claim based on this Note or the Indenture against any director, officer,
employee or stockholder, as such, of the Company. By acceptance of this Note, the Holder waives
and releases all such liability.



     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



     All terms used but not defined in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.



     Unless the certificate of authentication has been executed by manual signature of the Trustee,
this Note shall not be valid.



 









 






     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in
facsimile.



Dated: August 4, 2008




	 	 	 	 	 	 	 
	 	 	AUTOZONE, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:
	 	William T. Giles	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:
	 	Harry L. Goldsmith	 	 
	 

	 	Title:
	 	Executive Vice President, General Counsel and Secretary	 	 
	 

	 	 	 		 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Securities of the

Series designated therein, referred to

in the within-mentioned Indenture.



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (AS SUCCESSOR IN INTEREST TO BANK ONE TRUST
COMPANY, N.A.), as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Officer