EX-4.2 Officers' Certificate for the 2018 Notes






Exhibit 4.2




AUTOZONE, INC.




$250,000,000 7.125% Senior Notes due 2018




OFFICERS’ CERTIFICATE

PURSUANT TO SECTION 3.2 OF THE INDENTURE




     A. Pursuant to resolutions of the Board of Directors of AutoZone, Inc., a Nevada corporation
(the “Company”), adopted on June 21, 2008 (the “Resolutions”), the undersigned, Charlie Pleas, III,
Senior Vice President and Controller, and William T. Giles, Executive Vice President and Chief
Financial Officer, of the Company certify that pursuant to the Resolutions and Section 3.2 of the
Indenture, dated as of August 8, 2003 (the “Indenture”), between 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”), there is hereby established a series of Securities (as that term is
defined in the Indenture), the terms and form of which shall be as follows (capitalized terms not
defined herein shall have the meanings assigned to them in the Indenture):



          (a) The title of the series of the Securities shall be “7.125% Senior Notes due 2018” (the
“2018 Notes”).




          (b) The 2018 Notes shall be issued at a price of 99.550% of the principal amount thereof.




          (c) The aggregate principal amount of the 2018 Notes that may be authenticated and delivered
under the Indenture (except for 2018 Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other 2018 Notes pursuant to Sections 3.7, 3.8,
3.11, 4.7 or 10.6 of the Indenture) initially shall be $250,000,000. The Company may, without the
consent of the Holders of the 2018 Notes, create and issue additional 2018 Notes ranking equally
and ratably with the 2018 Notes and otherwise identical to the 2018 Notes in all respects, except
for the payment of interest accruing prior to the issue date of such additional 2018 Notes and, in
some cases, the first payment of interest following the issue date of such additional 2018 Notes,
so that such further 2018 Notes shall form a single series with the 2018 Notes.




          (d) The principal amount of the 2018 Notes shall be payable in full on August 1, 2018, subject
to and in accordance with the provisions of the Indenture.




          (e) The 2018 Notes shall bear interest at the rate of 7.125% per annum (unless such rate is
adjusted pursuant to clause (o) hereof) from August 4, 2008, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable semi-annually on
February 1 and August 1 of each year (each an “Interest Payment Date”), commencing on February 1,
2009, until the principal amount of the 2018 Notes has been paid or duly provided for. January 15
and July 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment
Date, shall be a “Regular Record Date” for the interest payable on such Interest Payment Date.




          (f) The principal of and interest on the 2018 Notes shall be payable at the Corporate Trust
Office of the Trustee.




          (g) The 2018 Notes will be redeemable, at any time in whole or from time to time in part, 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 2018 Notes; and (ii) the sum of the present values of the remaining
scheduled payments




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of principal and interest on such 2018 Notes (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
year 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 that 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 2018 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 2018 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 of such Reference Treasury Dealer Quotations, or if the Trustee obtains
fewer than four such 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 shall
select (each, a “Primary Treasury Dealer”). If any of the foregoing ceases to be a Primary
Treasury Dealer, the Company shall substitute therefor 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 such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding such date of redemption.



          (h) The 2018 Notes will be issued only in registered form in minimum denominations of $2,000
and integral multiples of $1,000.




          (i) The 2018 Notes shall be issuable in whole or in part in the form of one or more Global
Securities. Such Global Securities may be exchanged in whole or in part for individual Securities
in definitive form only on the terms and conditions set forth in the Indenture. The initial
Depositary for such Global Securities shall be The Depository Trust Company.




          (j) The 2018 Notes shall be denominated in Dollars and the payment of the principal of and
interest, if any, on the 2018 Notes shall be in Dollars.




          (k) The 2018 Notes shall be defeasible as provided in Article IX of the Indenture.




          (l) The 2018 Notes shall not be subject to any mandatory sinking fund.




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          (m) If a Change of Control Triggering Event occurs with respect to the 2018 Notes, unless the
Company has exercised its right to redeem the 2018 Notes as described in Section 4.2 of the
Indenture and clause (A)(g) of this Officers’ Certificate, Holders of 2018 Notes shall have the
right to require the Company to make an offer to each Holder of 2018 Notes to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 2018
Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth
in the 2018 Notes. In the Change of Control Offer, the Company shall be required to offer payment
in cash equal to 101% of the aggregate principal amount of 2018 Notes repurchased, plus accrued and
unpaid interest, if any, on the 2018 Notes repurchased to the date of repurchase (the “Change of
Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the
Company’s option, prior to the date of the consummation of any Change of Control, but after the
public announcement of the transaction that constitutes or may constitute the Change of Control,
the Company shall be required to mail a notice to Holders of 2018 Notes, with a copy to the
Trustee, describing the transaction or transactions that constitute or may constitute the Change of
Control Triggering Event and offering to repurchase the 2018 Notes on the date specified in the
notice, which date will be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the
2018 Notes and described in such notice. The notice shall, if mailed prior to the date of the
consummation of the Change of Control, state that the Change of Control Offer is conditioned on the
Change of Control Triggering Event occurring on or prior to the applicable Change of Control
Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the 2018 Notes as a result of a Change of
Control Triggering Event. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control Triggering Event provisions of the 2018 Notes, the Company
shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Change of Control Triggering Event provisions of the 2018 Notes
by virtue of such conflicts.





     “Capital Stock” means the capital stock of every class whether now or hereafter
authorized, regardless of whether such capital stock shall be limited to a fixed sum or
percentage with respect to the rights of the holders thereof to participate in dividends and
in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or
winding up of such corporation.




     “Change of Control” means the occurrence of any of the following: (1) the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or more series of related transactions, of all or substantially
all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to any
Person, other than the Company or one of its Subsidiaries, taken as a whole, to any Person,
other than the Company or one of its Subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which is that any
Person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or
other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (3) the Company
consolidates with, or merges with or into, any Person, or any Person consolidates with, or
merges with or into, the Company, in any such event pursuant to a transaction in which any
of the Company’s outstanding Voting Stock or the Voting Stock of such other Person is
converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of the Company’s Voting Stock outstanding immediately prior to
such transaction constitute, or are converted into or exchanged for, a majority of the
Voting Stock of the surviving Person or any direct or indirect parent




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company of the surviving Person immediately after giving effect to such transaction;
(4) the first day on which a majority of the members of the Board of Directors are not
Continuing Directors; or (5) the adoption of a plan relating to the Company’s liquidation or
dissolution. Notwithstanding the foregoing, a transaction shall not be deemed to involve a
Change of Control under clause (2) above if (i) the Company becomes a direct or indirect
wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect Holders of
the Voting Stock of such holding company immediately following that transaction are
substantially the same as the Holders of the Company’s Voting Stock immediately prior to
that transaction or (B) immediately following that transaction no Person (other than a
holding company satisfying the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of such holding company.




     “Change of Control Triggering Event” means the occurrence of both a Change of Control
and a Rating Event.




     “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors who (A) was a member of such Board of Directors on the date the 2018 Notes were
issued or (B) was nominated for election, elected or appointed to such Board of Directors
with the approval of a majority of the continuing directors who were members of such Board
of Directors at the time of such nomination, election or appointment (either by a specific
vote or by approval of a proxy statement in which such member was named as a nominee for
election as a director, without objection to such nomination).




     “Fitch” means Fitch Inc., and its successors.




     “Investment Grade Rating” means a rating equal to or higher than BBB- (or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or
Rating Agencies selected by the Company.




     “Moody’s” means Moody’s Investors Service, Inc., and its successors.




     “Person” has the meaning given thereto in Section 13(d)(3) of the Exchange Act.




     “Rating Agencies” means (A) each of Fitch, Moody’s and S&P; and (B) if any of Fitch,
Moody’s or S&P ceases to rate the 2018 Notes or fails to make a rating of the 2018 Notes
publicly available for reasons outside of the Company’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Company (as certified by a resolution of the Board of
Directors) as a replacement for Fitch, Moody’s or S&P, or all of them, as the case may be.




     “Rating Event” means the rating on the 2018 Notes is lowered by at least two of the
three Rating Agencies and the 2018 Notes are rated below an Investment Grade Rating by at
least two of the three Rating Agencies on any day during the period (which period will be
extended so long as the rating of the 2018 Notes is under publicly announced consideration
for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the
first public notice of the occurrence of a Change of Control or the Company’s intention to
effect a Change of Control and ending 60 days following consummation of such Change of
Control.




     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Corporation, Inc., and its successors.




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     “Voting Stock” means, with respect to any specified Person as of any date, the Capital
Stock of such person that is at the time entitled to vote generally in the election of the
Board of Directors of such Person.



          (n) On the Change of Control Payment Date, the Company shall be required, to the extent
lawful:





          (i) accept for payment all 2018 Notes or portions of 2018 Notes properly tendered
pursuant to the Change of Control Offer;




          (ii) deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all 2018 Notes or portions of 2018 Notes properly tendered; and




          (iii) deliver or cause to be delivered to the Trustee the 2018 Notes properly accepted
together with an officers’ certificate stating the aggregate principal amount of 2018 Notes
or portions of 2018 Notes being repurchased.



     The paying agent will promptly mail to each Holder of 2018 Notes properly tendered the
purchase price for the 2018 Notes, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any 2018 Notes surrendered; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will
not be required to make a Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and the third party repurchases
all 2018 Notes properly tendered and not withdrawn under its offer. In addition, the Company will
not repurchase any 2018 Notes if there has occurred and is continuing on the Change of Control
Payment Date an Event of Default under the Indenture, other than a Default in the payment of the
Change of Control Payment upon a Change of Control Triggering Event.



          (o) If the rating of the 2018 Notes from any one or more of the three Rating Agencies is
decreased to a rating set forth in any of the immediately following tables, the interest rate on
the 2018 Notes will increase from the interest rate otherwise payable on the 2018 Notes by an
amount equal to the sum of the percentages set forth in the following tables opposite those
ratings; provided, that only the two lowest ratings assigned to the 2018 Notes (or deemed assigned,
as provided in the rules of interpretation set forth below) will be taken into account for purposes
of any interest rate adjustment:




	 	 	 	 	 
	Moody’s Rating	 	Percentage
	Ba1
	 	 	0.25	%
	Ba2
	 	 	0.50	%
	Ba3
	 	 	0.75	%
	B1 or below
	 	 	1.00	%






	 	 	 	 	 
	S&P Rating	 	Percentage
	BB+
	 	 	0.25	%
	BB
	 	 	0.50	%
	BB-
	 	 	0.75	%
	B+ or below
	 	 	1.00	%







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	Fitch Rating	 	Percentage
	BB+
	 	 	0.25	%
	BB
	 	 	0.50	%
	BB-
	 	 	0.75	%
	B+ or below
	 	 	1.00	%






     If at any time the interest rate on the 2018 Notes has been adjusted upward and any of the
Rating Agencies subsequently increases its rating of the 2018 Notes, the interest rate on the 2018
Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the
2018 Notes equals the interest rate otherwise payable on the 2018 Notes prior to any adjustment
plus (if applicable) an amount equal to the sum of the percentages set forth opposite the ratings
in the tables above with respect to the two lowest ratings assigned to the 2018 Notes (or deemed
assigned) at that time, all calculated in accordance with the rules of interpretation set forth
below.



     Any interest rate increase or decrease described above will take effect from the first
Business Day after the rating change has occurred.



     For purposes of making adjustments to the interest rate payable on the 2018 Notes, the
following rules of interpretation will apply:




          (i) if a Rating Agency has ceased to provide a rating of the 2018 Notes for any reason,
that Rating Agency will be deemed to have rated the 2018 Notes at the lowest level
contemplated by the table above;




          (ii) if only one of the three Rating Agencies ceases to provide a rating of the 2018
Notes for any reason, the deemed rating of that Rating Agency will be disregarded for
purposes of all interest rate adjustments;




          (iii) if two of the three Rating Agencies cease to provide a rating of the 2018 Notes
for any reason, the deemed rating of only one of such two Rating Agencies will be
disregarded;




          (iv) if all three Rating Agencies cease to provide a rating of the 2018 Notes for any
reason, the interest rate on the 2018 Notes will increase to, or remain at, as the case may
be, 2.00% above the interest rate otherwise payable on the 2018 Notes prior to any
adjustment;




          (v) each interest rate adjustment required by any decrease or increase in a rating by
any one Rating Agency will be made independently of (and in addition to) any and all other
adjustments; and




          (vi) in no event will (A) the per annum interest rate on the 2018 Notes be reduced to
below the interest rate otherwise payable on the 2018 Notes prior to any adjustment or (B)
the total increase in the interest rate on the 2018 Notes exceed 2.00% above the interest
rate otherwise payable on the 2018 Notes prior to any adjustment.



     Promptly after any change in the interest rate on the 2018 Notes as provided above, the
Company shall notify the Trustee in writing that (i) the effective date the interest rate on




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the 2018 Notes has changed in accordance with this Section A.(o); (ii) the amount of the
related increase or decrease; and (iii) the new interest rate on the 2018 Notes.




     The interest rate on the 2018 Notes will permanently cease to be subject to any adjustment
described above (notwithstanding any subsequent decrease in the ratings by any Rating Agency) if
the 2018 Notes become rated “A3” (or its equivalent) or higher by Moody’s, “A–” (or its equivalent)
or higher by S&P and “A–” (or its equivalent) by Fitch, in each case with a stable or positive
outlook.



     “Rating Agency” means each of Fitch, Moody’s and S&P.



          (p) The Company shall not, and shall not permit any Subsidiary to, enter into any arrangement
with any Person providing for the leasing by the Company or any Subsidiary of any Property that has
been or is to be sold or transferred by the Company or such Subsidiary to such Person more than 180
days following the Company’s or its Subsidiary’s acquisition of such Property, with the intention
of taking back a lease of such Property (a “Sale and Leaseback Transaction”) unless the terms of
such sale or transfer have been determined by the Board of Directors to be fair and arm’s length
and either:





          (i) within 12 months after the receipt of the proceeds of the sale or transfer, the
Company or any Subsidiary apply an amount equal to the greater of the net proceeds of the
sale or transfer or the fair value of such Property at the time of such sale or transfer to
the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior
Funded Debt; or




          (ii) the Company or such Subsidiary would be entitled, at the effective date of the
sale or transfer, to incur debt secured by a Lien on such Property in an amount at least
equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without
equally and ratably securing the 2018 Notes pursuant to Section 5.8 of the Indenture.



     The foregoing restriction in the paragraph above shall not apply to any Sale and Leaseback
Transaction (i) for a term of not more than three years including renewals; or (ii) between the
Company and a Subsidiary or between Subsidiaries, provided that the lessor is the Company or a
wholly owned Subsidiary.




     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time
of determination, the present value discounted at the rate of interest implicit in the terms
of the lease (as determined in good faith by the Company) of the obligations of the lessee
under such lease for net rental payments during the remaining term of the lease (including
any period for which such lease has been extended or may, at the Company’s option, be
extended).




     “Funded Debt” means debt which matures more than one year from the date of creation, or
which is extendable or renewable at the sole option of the obligor so that it may become
payable more than one year from such date or which is classified, in accordance with United
States generally accepted accounting principles, as long-term debt on the consolidated
balance sheet for the most recently ended fiscal quarter (or if incurred subsequent to the
date of such balance sheet, would have been so classified) of the person for which the
determination is being made. Funded Debt does not include (1) obligations created pursuant
to leases, (2) any debt or portion thereof maturing by its terms within one year from the
time of any computation of the amount of outstanding Funded Debt unless such debt shall be
extendable or renewable at the sole option of the obligor in such manner that it may become
payable more than one year from such time, or (3) any debt for which money in the amount
necessary for the payment or redemption of such debt is deposited in trust either at or
before the maturity date thereof.




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     “Senior Funded Debt” means all Funded Debt of the Company or its Subsidiaries (except
Funded Debt, the payment of which is subordinated to the payment of the 2018 Notes).



          (q) Clause (xiii) of the definition of “Permitted Liens” in Section 1.1 of the Indenture is
hereby replaced and superseded in its entirety to read as follows:





(xiii) Liens existing on July 29, 2008, or any extension, amendments, renewals,
refinancings, replacements or other modifications thereto.



          (r) Clause (xviii) of the definition of “Permitted Liens” in the Indenture is hereby replaced
and superseded in its entirety to read as follows:





(xviii) other Liens on Property of the Company and its Subsidiaries securing debt having an
aggregate principal amount (or deemed amount, in the case of Attributable Debt) not to
exceed, as of any date of incurrence of such secured debt pursuant to this clause and after
giving effect to such incurrence and the application of the proceeds therefrom, the greater
of (1) $500 million and (2) 15% of the Company’s Consolidated Net Tangible Assets.



          (s) Section 7.1(e) of the Indenture is hereby amended by replacing the reference to “$35
million” set forth therein with a reference to “$75 million.”




          (t) The 2018 Notes shall be entitled to the benefit of the covenants in Article V of the
Indenture.




          (u) The 2018 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.




          (v) There shall be no Events of Default other than those provided in Section 7.1 of the
Indenture and the failure by the Company to comply with the provisions of clauses A.(m) or (n)
hereof.




          (w) The 2018 Notes shall have additional terms and conditions as set forth in, and shall be
substantially in the form of, Annex A attached hereto, with such modifications thereto as may be
approved by the authorized officer or officers executing the same.




          (x) The Trustee shall be the trustee for or on behalf of the Holders of the 2018 Notes.




     B. The undersigned hereby approve the sale of $250,000,000 aggregate principal amount of 2018
Notes by the Company to the Underwriters, in accordance with and pursuant to the Underwriting
Agreement at a net purchase price to the Company of 98.900% of the principal amount thereof plus
accrued interest, if any from August 4, 2008, and with an initial price to the public of 99.550% of
the principal amount thereof plus accrued interest, if any from August 4, 2008.



     The Indenture, as supplemented by this Officers’ Certificate, is in all respects ratified and
confirmed, and this Officers’ Certificate shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.



     This Officers’ Certificate may be executed in one or more counterparts, including, without
limitation, facsimile counterparts, each of which so executed shall be deemed to be an original,
and shall together constitute one and the same Officers’ Certificate.




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     THIS OFFICERS’ CERTIFICATE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



(Signature page follows)





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     IN WITNESS WHEREOF, the undersigned have hereunto executed this Officers’ Certificate as of
the 4th day of August, 2008.



	 	 	 	 	 
	 	AUTOZONE, INC.

 	 
	 	/s/ William T. Giles
 	 
	 	Name:  	William T. Giles 	 
	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	             /s/ Charlie Pleas, III
 	 
	 	Name:  	Charlie Pleas, III 	 
	 	Title:  	Senior Vice President and Controller 	 
	 




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ANNEX A




Form of 2018 Notes





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