exv4w2







	 	 	 	 	 



Exhibit 4.2




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: 053332 AL6
	 	$500,000,000






AUTOZONE, INC.



4.000% Senior Note due 2020



Original Issue Date: November 15, 2010

Interest Payment Dates: May 15 and November 15

Maturity Date: November 15, 2020

Interest Rate: 4.000%




     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 five hundred
million dollars ($500,000,000) (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 May 15, 2011. Interest on this Note will accrue from the most recent Interest Payment Date to
which interest has been paid or duly provided for or, if no interest has been paid or duly provided
for, 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 May 1 or the November 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 New York, New York, 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, together with the Officers’ Certificate dated November 15, 2010 (the “Officers’
Certificate”), establishing the terms of the Notes (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”), 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 authenticated 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 “4.000% Senior Notes due 2020” of the Company
(herein referred to as the “Notes”), initially issued in an aggregate principal amount of five
hundred million dollars ($500,000,000). 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 and
the initial interest accrual date thereof, 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.



     In accordance with and subject to the provisions of the Officers’ Certificate, the Holders of
the Notes may require that the Company repurchase the Notes if a Change of Control Triggering Event
has occurred.



 









 





     The Notes will be redeemable at the option of the Company at any time, in whole or from time
to time in part. If the Notes are redeemed before August 15, 2020, the redemption price will equal
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 semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, as determined in good
faith by the Company.



     If the Notes are redeemed on or after August 15, 2020, the redemption price for the Notes will
equal accrued and unpaid interest on the principal amount being redeemed plus 100% of the principal
amount of the Notes.



     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. Notwithstanding anything to the
contrary in Section 4.4 of the Indenture, notice of any redemption of Notes before August 15, 2020
need not set forth the redemption price but only the manner of calculation thereof. The Company
shall give the Trustee notice of the amount of the redemption price for any such redemption
promptly after the calculation thereof and the Trustee shall have no responsibility for such
calculation. 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.



     “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum
equal to the semiannual 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 Quotation Agent obtains fewer than four
Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.



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



     “Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its
successors and any other primary U.S. government securities dealers 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 Quotation Agent, 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 Quotation Agent by the Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day before the date of 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: November 15, 2010




	 	 	 	 	 
	 	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 Signatory