<PAGE>

                                                                    EXHIBIT 10.2

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                            Dated as of May 17, 2004

                                      among

                                 AUTOZONE, INC.,
                                  as Borrower,

                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO

                                       and

                              FLEET NATIONAL BANK,
                             as Administrative Agent

                                       and

                               CITICORP USA, INC.,
                              as Syndication Agent

                   -----------------------------------------

                         BANC OF AMERICA SECURITIES LLC
                                       and
                         CITIGROUP GLOBAL MARKETS INC.,
                       as Lead Arrangers and Book Managers

                                       and

                              JPMORGAN CHASE BANK,
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       and
                                 SUNTRUST BANK,
                             as Documentation Agents

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                         Page
<S>                                                                                                                      <C>
SECTION 1  DEFINITIONS ..........................................................................................          1
         1.1      Definitions....................................................................................          1
         1.2      Computation of Time Periods....................................................................         16
         1.3      Accounting Terms...............................................................................         16
         1.4      Time of Day....................................................................................         17

SECTION 2  CREDIT FACILITIES.....................................................................................         17
         2.1      Revolving Loans................................................................................         17
         2.2      Competitive Loan Subfacility...................................................................         19

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................         21
         3.1      Default Rate...................................................................................         21
         3.2      Extension and Conversion.......................................................................         21
         3.3      Prepayments....................................................................................         22
         3.4      Termination, Reduction and Increase of Revolving Committed Amount..............................         23
         3.5      Fees...........................................................................................         25
         3.6      Capital Adequacy...............................................................................         26
         3.7      Inability To Determine Interest Rate...........................................................         26
         3.8      Illegality.....................................................................................         27
         3.9      Yield Protection...............................................................................         27
         3.10     Withholding Tax Exemption......................................................................         28
         3.11     Indemnity......................................................................................         29
         3.12     Pro Rata Treatment.............................................................................         29
         3.13     Sharing of Payments............................................................................         30
         3.14     Payments, Computations, Etc....................................................................         31
         3.15     Evidence of Debt...............................................................................         32
         3.16     Replacement of Lenders.........................................................................         33

SECTION 4  CONDITIONS ...........................................................................................         34
         4.1      Closing Conditions.............................................................................         34
         4.2      Conditions to all Extensions of Credit.........................................................         35

SECTION 5  REPRESENTATIONS AND WARRANTIES........................................................................         36
         5.1      Financial Condition............................................................................         36
         5.2      Organization; Existence; Compliance with Law...................................................         36
         5.3      Power; Authorization; Enforceable Obligations..................................................         37
         5.4      No Legal Bar...................................................................................         37
         5.5      No Material Litigation.........................................................................         37
         5.6      No Default.....................................................................................         37
         5.7      Ownership of Property; Liens...................................................................         38
         5.8      No Burdensome Restrictions.....................................................................         38
         5.9      Taxes..........................................................................................         38
         5.10     ERISA..........................................................................................         38
         5.11     Governmental Regulations, Etc..................................................................         40
         5.12     Subsidiaries...................................................................................         41
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
         5.13     Purpose of Loans...............................................................................         41
         5.14     Disclosure.....................................................................................         41

SECTION 6  AFFIRMATIVE COVENANTS.................................................................................         41
         6.1      Information Covenants..........................................................................         41
         6.2      Preservation of Existence and Franchises.......................................................         44
         6.3      Books and Records..............................................................................         44
         6.4      Compliance with Law............................................................................         44
         6.5      Payment of Taxes and Other Indebtedness........................................................         44
         6.6      Insurance......................................................................................         44
         6.7      Maintenance of Property........................................................................         44
         6.8      Use of Proceeds................................................................................         45
         6.9      Audits/Inspections.............................................................................         45
         6.10     Adjusted Debt to EBITDAR Ratio.................................................................         45
         6.11     Interest Coverage Ratio........................................................................         45

SECTION 7  NEGATIVE COVENANTS....................................................................................         45
         7.1      Liens..........................................................................................         45
         7.2      Nature of Business.............................................................................         46
         7.3      Consolidation, Merger, Sale or Purchase of Assets, etc.........................................         46
         7.4      Fiscal Year....................................................................................         47
         7.5      Subsidiary Indebtedness........................................................................         48

SECTION 8  EVENTS OF DEFAULT.....................................................................................         48
         8.1      Events of Default..............................................................................         48
         8.2      Acceleration; Remedies.........................................................................         50

SECTION 9  AGENCY PROVISIONS.....................................................................................         51
         9.1      Appointment....................................................................................         51
         9.2      Delegation of Duties...........................................................................         52
         9.3      Exculpatory Provisions.........................................................................         52
         9.4      Reliance on Communications.....................................................................         52
         9.5      Notice of Default..............................................................................         53
         9.6      Non-Reliance on Administrative Agent and Other Lenders.........................................         53
         9.7      Indemnification................................................................................         54
         9.8      Administrative Agent in its Individual Capacity................................................         54
         9.9      Successor Administrative Agent.................................................................         54
         9.10     Syndication Agent..............................................................................         55

SECTION 10  MISCELLANEOUS .......................................................................................         55
         10.1     Notices........................................................................................         55
         10.2     Right of Set-Off...............................................................................         56
         10.3     Benefit of Agreement...........................................................................         56
         10.4     No Waiver; Remedies Cumulative.................................................................         60
         10.5     Payment of Expenses, etc.......................................................................         60
         10.6     Amendments, Waivers and Consents...............................................................         61
         10.7     Counterparts...................................................................................         62
         10.8     Headings.......................................................................................         62
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
10.9     Survival.......................................................................................                  62
10.10    Governing Law; Submission to Jurisdiction; Venue...............................................                  63
10.11    Severability...................................................................................                  63
10.12    Entirety.......................................................................................                  64
10.13    Binding Effect; Amendment and Restatement of Existing 364-Day Credit Agreement; Termination....                  64
10.14    Confidentiality................................................................................                  64
10.15    Source of Funds................................................................................                  65
10.16    Conflict.......................................................................................                  66
</TABLE>

                                      iii

<PAGE>

                                    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 4.1(g)         Form of Legal Opinion
Schedule 5.5            Material Litigation
Schedule 5.12           Subsidiaries
Schedule 6.1(c)         Form of Officer's Compliance Certificate
Schedule 7.5            Subsidiary Indebtedness
Schedule 10.3(b)        Form of Assignment and Acceptance

                                       iv

<PAGE>

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

      THIS AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of May 17,
2004 (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"), FLEET NATIONAL BANK, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and CITICORP USA, INC.,
as syndication agent (in such capacity, the "Syndication Agent").

                               W I T N E S S E T H

      WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain
other Persons are party to an Amended and Restated Credit Agreement dated as of
May 22, 2002 (the "Existing 364-Day Credit Agreement");

      WHEREAS, the Borrower has requested that the Lenders extend the maturity
of the revolving loan facility available to the Borrower under the Existing
364-Day Credit Agreement, as more particularly described herein;

      WHEREAS, the Lenders have agreed to make such changes to the existing
credit facilities and to amend and restate the Existing 364-Day Credit Agreement
on the terms and conditions hereinafter set forth; and

      WHEREAS, concurrently with the effectiveness of such amendment and
restatement of the Existing 364-Day Credit Agreement, the Existing 364-Day
Credit Agreement will be amended and restated in its entirety, the financial
institutions party thereto will have no further obligations thereunder and will
cease to be parties to such agreement and the Borrower (as defined in the
Existing 364-Day Credit Agreement) will have no further obligations thereunder,
except for those obligations that by their terms survive termination of the
Existing 364-Day Credit Agreement.

      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:

<PAGE>

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

      "Administrative Agent's Fee Letter" means that certain letter agreement,
dated as of March 26, 2004, between the Administrative Agent and the Borrower,
as amended, modified, supplemented or replaced from time to time.

      "Administrative Agent's Fees" shall have the meaning assigned to such term
in Section 3.5(b).

      "Affiliate" means, with respect to any Person, any other Person (i)
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person or (ii) directly or indirectly owning or holding
five percent (5%) or more of the equity interest in such Person. For purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agency Services Address" means Fleet National Bank, 100 Federal Street,
MADE10307C, Boston, MA 02110 Attn: Agency Services, or such other address as may
be identified by written notice from the Administrative Agent to the Borrower.

      "Applicable Percentage" means, for purposes of calculating the applicable
interest rate for any day for any Loan (other than a Competitive 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 the 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.

                                       2

<PAGE>

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(c).

      "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

      "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the following with respect to such Person: (i) a court or governmental
agency having jurisdiction in the premises shall enter a decree or order for
relief in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or ordering the winding up or liquidation of its affairs; or (ii) there shall be
commenced against such Person 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 such Person
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 for a period of sixty
(60) consecutive days; or (iii) such Person shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or make any general assignment for the benefit of creditors; or (iv) such Person
shall be unable to, or shall admit in writing its inability to, pay its debts
generally as they become due.

      "Base Rate" means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of
(a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the
Prime Rate in effect on such day. If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable after due inquiry to ascertain the Federal Funds Rate
for any reason, including the inability or failure of the Administrative Agent
to obtain sufficient quotations in accordance with the terms hereof, the Base
Rate shall be determined without regard to clause (a) of the first sentence of
this definition until the circumstances giving rise to such inability no longer
exist. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Rate, respectively.

                                       3

<PAGE>

      "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.

      "Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close, except that, when used in connection with a Eurodollar Loan, such day
shall also be a day on which dealings between banks are carried on in U.S.
dollar deposits in London, England and New York, New York.

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

      "Capital Lease" means, as applied to any Person, any lease of any Property
(whether real, personal or mixed) by that Person as lessee which, in accordance
with GAAP, is or should be accounted for as a capital lease on the balance sheet
of that Person.

      "Change of Control" means either (i) a "person" or a "group" (within the
meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of more than 50% of the then outstanding voting stock of
the Borrower or (ii) a majority of the board of directors of the Borrower shall
consist of individuals who are not Continuing Directors. For purposes hereof,
"Continuing Directors" means, as of any date of determination, (i) an individual
who on the date two years prior to such determination date was a member of the
Borrower's board of directors or (ii) (a) any director whose nomination for
election by the Borrower's shareholders was approved by a vote of a majority of
the directors then still in office who either were directors on the date two
years prior to such determination date or whose nomination for election was
previously so approved (or who are Continuing Directors pursuant to clause (b)
below) or (b) any director who was elected by a majority of the directors then
still in office who either were directors on the date two years prior to such
determination date or whose nomination for election was previously so approved
(or who are Continuing Directors pursuant to clause (a) above). Notwithstanding
the foregoing, a Reorganization permitted by under Section 7.3 hereof shall not
be deemed a Change of Control for the purposed of this Credit Agreement.

      "Change of Control Notice" shall have the meaning specified in Section
3.4(e).

      "Change of Control Prepayment Amount" shall have the meaning specified in
Section 3.4(e).

      "Change of Control Standstill Period" shall have the meaning specified in
Section 3.4(e).

      "Closing Date" means the date hereof.

                                       4

<PAGE>

      "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time. References to sections
of the Code shall be construed also to refer to any successor sections.

      "Commercial Credit Business Arrangement" means any agreement between the
Borrower or any of its Subsidiaries and an entity that purchases such Person's
commercial accounts receivables with only such limited recourse back to such
Person as is customary in factoring arrangements of this type.

      "Commitment" means, with respect to each Lender, the Revolving Commitment
of such Lender.

      "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.

      "Consolidated Adjusted Debt" means, at any time, the sum of, without
duplication, (i) Consolidated Funded Indebtedness and (ii) the product of
Consolidated Rents multiplied by 6.0.

      "Consolidated EBITDA" means, for any period for the Borrower and its
Subsidiaries, Consolidated Net Income plus Consolidated Interest Expense plus
all provisions for any Federal, state or other domestic and foreign income taxes
plus depreciation and amortization, in each case on a consolidated basis
determined in accordance with GAAP applied on a consistent basis. Except as
otherwise expressly provided, the applicable period shall be for the four
consecutive fiscal quarters ending as of the date of determination.

      "Consolidated EBITDAR" means, for any period, the sum of Consolidated
EBITDA and Consolidated Rents. Except as otherwise expressly provided, the
applicable period shall be for the four consecutive fiscal quarters ending as of
the date of determination.

      "Consolidated EBITR" means, for any period for the Borrower and its
Subsidiaries, Consolidated EBITDA minus depreciation and amortization plus
Consolidated Rents, in each case on a consolidated basis as determined in
accordance with GAAP applied on a consistent basis.

                                       5

<PAGE>

Except as otherwise expressly provided, the applicable period shall be for the
four consecutive fiscal quarters ending as of the date of determination.

      "Consolidated Funded Indebtedness" means, at any time, the outstanding
principal amount of all Funded Indebtedness, without duplication, of the
Borrower and its Subsidiaries at such time.

      "Consolidated Interest Coverage Ratio" means, as of the last day of any
fiscal quarter of the Borrower, the ratio of (i) Consolidated EBITR to (ii)
Consolidated Interest Expense plus Consolidated Rents.

      "Consolidated Interest Expense" means, for any period for the Borrower and
its Subsidiaries, all interest expense plus the interest component under Capital
Leases, in each case on a consolidated basis as determined in accordance with
GAAP applied on a consistent basis. Except as otherwise expressly provided, the
applicable period shall be for the four consecutive fiscal quarters ending as of
the date of determination.

      "Consolidated Net Income" means, for any period for the Borrower and its
Subsidiaries, net income on a consolidated basis determined in accordance with
GAAP applied on a consistent basis, but excluding non-recurring charges in an
aggregate amount not to exceed $50,000,000 collectively with respect to all
periods relevant for the calculation of the financial covenants contained in
Sections 6.10 and 6.11. Except as otherwise expressly provided, the applicable
period shall be for the four consecutive fiscal quarters ending as of the date
of determination.

      "Consolidated Rents" means, for any period for the Borrower and its
Subsidiaries, all rental expense of the Borrower and its Subsidiaries for such
period under operating leases (specifically including rents paid in connection
with synthetic leases, tax retention operating leases, off-balance sheet loans
or similar off-balance sheet financing products), on a consolidated basis as
determined in accordance with GAAP applied on a consistent basis. Except as
otherwise expressly provided, the applicable period shall be for the four
consecutive fiscal quarters ending as of the date of determination.

      "Credit Documents" means a collective reference to this Credit Agreement,
the Notes, the Administrative Agent's Fee Letter 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(c).

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

                                       6

<PAGE>

      "Environmental Laws" means any and all lawful and applicable Federal,
state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or other governmental restrictions relating to the environment or to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

      "ERISA Affiliate" means an entity which is under common control with the
Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member of a
group which includes the Borrower and which is treated as a single employer
under Sections 414(b) or (c) of the Code.

      "ERISA Event" means (i) with respect to any Plan, the occurrence of a
Reportable Event or the substantial cessation of operations (within the meaning
of Section 4062(e) of ERISA); (ii) the withdrawal by the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate from a Multiple Employer Plan
during a plan year in which it was a substantial employer (as such term is
defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple
Employer Plan; (iii) the distribution of a notice of intent to terminate or the
actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
(iv) the institution of proceedings to terminate or the actual termination of a
Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which
could reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan;
(vi) the complete or partial withdrawal of the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions
for imposition of a lien under Section 302(f) of ERISA exist with respect to any
Plan; or (vii) the adoption of an amendment to any Plan requiring the provision
of security to such Plan pursuant to Section 307 of ERISA.

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

      "Eurodollar Rate" means, for the Interest Period for each Eurodollar Loan
comprising part of the same borrowing (including conversions, extensions and
renewals), a per annum interest rate determined pursuant to the following
formula:

                            Interbank Offered Rate
    Eurodollar Rate =  ---------------------------------
                       1 - Eurodollar Reserve Percentage

      "Eurodollar Reserve Percentage" means for any day, that percentage
(expressed as a decimal) which is in effect from time to time under Regulation D
of the Board of Governors of the Federal Reserve System (or any successor), as
such regulation may be amended from time to time

                                       7

<PAGE>

or any successor regulation, as the maximum reserve requirement (including,
without limitation, any basic, supplemental, emergency, special, or marginal
reserves) applicable with respect to Eurocurrency liabilities as that term is
defined in Regulation D (or against any other category of liabilities that
includes deposits by reference to which the interest rate of Eurodollar Loans is
determined), whether or not Lender has any Eurocurrency liabilities subject to
such reserve requirement at that time. Eurodollar Loans shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without benefits of credits for proration, exceptions or
offsets that may be available from time to time to a Lender. The Eurodollar Rate
shall be adjusted automatically on and as of the effective date of any change in
the Eurodollar Reserve Percentage.

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

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

      "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).

      "Federal Funds Rate" means, for any day, the rate of interest per annum
(rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (A) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day and (B) if no such rate is
so published on such next preceding Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to the Administrative Agent on such
day on such transactions as determined by the Administrative Agent.

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

      "Financial Officer" means, with respect to the Borrower, the Treasurer,
the Controller, the General Counsel, or the Chief Financial Officer 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 Credit Agreement" means that certain Amended and Restated
Five-Year Credit Agreement, dated as of the date hereof, by and among the
Borrower, the lenders party thereto, Fleet National Bank, as administrative
agent, and Citicorp USA, Inc., as syndication agent, as amended, modified,
supplemented, restated or replaced from time to time.

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

                                       8

<PAGE>

      "Fleet" means Fleet National Bank and its successors.

      "Funded Indebtedness" means, with respect to any Person (for purposes of
this sentence only, the "Debtor"), without duplication, (i) all Indebtedness of
such Debtor for borrowed money, (ii) all purchase money Indebtedness of such
Debtor, including without limitation the principal portion of all obligations of
such Debtor under Capital Leases, (iii) all Guaranty Obligations of such Debtor
with respect to Funded Indebtedness of another Person, (iv) the maximum
available amount of all standby letters of credit or acceptances issued or
created for the account of such Debtor, and (v) all Funded Indebtedness of
another Person secured by a Lien on any Property of such Debtor, whether or not
such Funded Indebtedness has been assumed; provided that Funded Indebtedness
shall not include (i) any letters of credit used by such Debtor for the
financing of inventory in the ordinary course of business or (ii) any amounts
received by such Debtor pursuant to a Commercial Credit Business Arrangement.
The Funded Indebtedness of any Person shall include the Funded Indebtedness of
any partnership or joint venture in which such Person is a general partner or
joint venturer.

      "GAAP" means generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.3 hereof.

      "Governmental Authority" means any Federal, state, local or foreign court
or governmental agency, authority, instrumentality or regulatory body.

      "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any Property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of
any Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

      "Indebtedness" of any Person means (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made, (iii) all obligations of such Person under conditional sale or
other title retention agreements relating to Property purchased by such Person
(other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business), (iv) all obligations
of such Person issued or assumed as the

                                       9

<PAGE>

deferred purchase price of Property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person, (v) all obligations of such Person under take-or-pay or
similar arrangements or under commodities agreements, (vi) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the proceeds of production from, Property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (vii) all
Guaranty Obligations of such Person, (viii) the principal portion of all
obligations of such Person under Capital Leases, (ix) all obligations of such
Person in respect of interest rate protection agreements, foreign currency
exchange agreements, commodity purchase or option agreements or other interest
or exchange rate or commodity price hedging agreements, (x) the maximum amount
of all standby letters of credit issued or bankers' acceptances facilities
created for the account of such Person and, without duplication, all drafts
drawn thereunder (to the extent unreimbursed), (xi) all preferred stock issued
by such Person and required by the terms thereof to be redeemed, or for which
mandatory sinking fund payments are due, by a fixed date and (xii) the principal
balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product to which
such Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP; provided that Indebtedness shall not include (i) any
letters of credit used by such Person for the financing of inventory in the
ordinary course of business or (ii) any amounts received by such Person pursuant
to a Commercial Credit Business Arrangement. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer.

      "Interbank Offered Rate" means, for the Interest Period for each
Eurodollar Loan comprising part of the same borrowing (including conversions,
extensions and renewals), a per annum interest rate (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the rate of
interest, determined by the Administrative Agent on the basis of the offered
rates for deposits in dollars for a period of time corresponding to such
Interest Period (and commencing on the first day of such Interest Period),
appearing on Telerate Page 3750 (or, if, for any reason, Telerate Page 3750 is
not available, the Reuters Screen LIBO Page) as of approximately 11:00 A.M.
(London time) two (2) Business Days before the first day of such Interest
Period; provided, however, if no such interest rate for a period of time
corresponding to such Interest Period appears on Telerate Page 3750 or the
Reuters Screen LIBO Page, then the applicable interest rate shall be determined
by the Administrative Agent in good faith. As used herein, "Telerate Page 3750"
means the display designated as page 3750 by Dow Jones Telerate, Inc. (or such
other page as may replace such page on that service for the purpose of
displaying the British Bankers Association London interbank offered rates) and
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank offered
rates of major banks).

      "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 or any
Competitive Loan, the last day of each

                                       10

<PAGE>

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.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the Uniform Commercial Code
as adopted and in effect in the relevant jurisdiction or other similar recording
or notice statute, and any lease in the nature thereof).

      "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.

      "Material Adverse Effect" means a material adverse effect on (i) the
condition (financial or otherwise), operations, business, assets or liabilities
of the Borrower and its Subsidiaries, taken as a

                                       11

<PAGE>

whole, (ii) the ability of the Borrower to perform any material obligation under
the Credit Documents or (iii) any aspect of the Borrower or its business that
adversely affects the material rights and remedies of the Lenders under the
Credit Documents.

      "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Laws, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

      "Mexican Subsidiaries" means, collectively, the following Subsidiaries of
the Borrower: AutoZone de Mexico, S. de R.L. de C.V., Zone Compra, S. de R.L. de
C.V., Service Zone, S.de R.L. de C.V., Data Zone, S. de R.L. de C.V., and any
other Subsidiary of the Borrower formed after the Closing Date and organized
under the laws of Mexico.

      "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.

      "Multiemployer Plan" means a Plan which is a multiemployer plan as defined
in Sections 3(37) or 4001(a)(3) of ERISA.

      "Multiple Employer Plan" means a Plan which the Borrower, any Subsidiary
of the Borrower or any ERISA Affiliate and at least one employer other than the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate are contributing
sponsors.

      "Note" or "Notes" means any Revolving Note and/or 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 in any Loans as provided in Section 3.13.

      "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA and any successor thereof.

      "Permitted Liens" means:

            (i)   Liens in favor of the Administrative Agent on behalf of the
      Lenders;

            (ii)  Liens (other than Liens created or imposed under ERISA) for
      taxes, assessments or governmental charges or levies not yet due or Liens
      for taxes being contested

                                       12

<PAGE>

      in good faith by appropriate proceedings for which adequate reserves
      determined in accordance with GAAP have been established (and as to which
      the Property subject to any such Lien is not yet subject to foreclosure,
      sale or loss on account thereof);

            (iii) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and suppliers and other Liens imposed
      by law or pursuant to customary reservations or retentions of title
      arising in the ordinary course of business, provided that any such Liens
      which are material secure only amounts not yet due and payable or, if due
      and payable, are unfiled and no other action has been taken to enforce the
      same or are being contested in good faith by appropriate proceedings for
      which adequate reserves determined in accordance with GAAP have been
      established (and as to which the Property subject to any such Lien is not
      yet subject to foreclosure, sale or loss on account thereof);

            (iv)  Liens (other than Liens created or imposed under ERISA)
      incurred or deposits made by the Borrower and its Subsidiaries in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance and other types of social security, or to secure
      the performance of tenders, statutory obligations, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);

            (v)   Liens in connection with attachments or judgments (including
      judgment or appeal bonds) provided that the judgments secured shall,
      within 30 days after the entry thereof, have been discharged or execution
      thereof stayed pending appeal, or shall have been discharged within 30
      days after the expiration of any such stay;

            (vi)  easements, rights-of-way, restrictions (including zoning
      restrictions), minor defects or irregularities in title and other similar
      charges or encumbrances not, in any material respect, impairing the use of
      the encumbered Property for its intended purposes;

            (vii) leases or subleases granted to others not interfering in any
      material respect with the business of the Borrower and its Subsidiaries
      taken as a whole;

            (viii) Liens in favor of customs and revenue authorities arising as
      a matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (ix)  Liens on assets at the time such assets are acquired by the
      Borrower or any Subsidiary in accordance with Section 7.3(d); provided
      that such Liens are not created in contemplation of such acquisition;

            (x)   Liens on assets of any Person at the time such Person becomes
      a Subsidiary in accordance with Section 7.3(d); provided that such Liens
      are not created in contemplation of such Person becoming a Subsidiary;

                                       13

<PAGE>

            (xi)  normal and customary rights of setoff upon deposits of cash in
      favor of banks or other depository institutions;

            (xii) Liens on receivables sold pursuant to a Commercial Credit
      Business Arrangement;

            (xiii) Liens on inventory held by the Borrower or any of its
      Subsidiaries under consignment;

            (xiv) Liens on any inventory of the Borrower or any of its
      Subsidiaries in favor of a vendor of such inventory, arising in the normal
      course of business upon its sale to the Borrower or any such Subsidiary;
      and

            (xv)  other Liens on Property of the Borrower and its Subsidiaries,
      so long as the Borrower and its Subsidiaries own at all times Property (a)
      unencumbered by any Liens other than Liens permitted by clauses (i)
      through (xiv) above and (b), having an aggregate fair market value of at
      least $2,000,000,000.

      "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated) or any Governmental Authority.

      "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) which is covered by ERISA and with respect to which the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an
"employer" within the meaning of Section 3(5) of ERISA.

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

      "Prime Rate" means the rate of interest per annum publicly announced or
established from time to time by Fleet as its prime rate in effect at its
principal office in Boston, Massachusetts, with each change in the Prime Rate
being effective on the date such change is publicly announced as effective (it
being understood and agreed that the Prime Rate is a reference rate used by
Fleet in determining interest rates on certain loans and is not intended to be
the lowest rate of interest charged on any extension of credit by Fleet to any
debtor).

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

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

      "Regulation D, T, U, or X" means Regulation D, T, U or X, respectively, of
the Board of Governors of the Federal Reserve System as from time to time in
effect and any successor to all or a portion thereof.

                                       14

<PAGE>

      "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing into
the environment (including the abandonment or discarding of barrels, containers
and other closed receptacles containing any Materials of Environmental Concern).

      "Reorganization" shall have the meaning specified in Section 7.03.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the notice requirement has been
waived by regulation.

      "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 more than 50% of (i) the Revolving
Commitments or (ii) if the Commitments have been terminated, the outstanding
Loans and Participation Interests therein.

      "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its material property is subject.

      "Revolving 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 Revolving Loans in accordance with
the provisions of Section 2.1(a).

      "Revolving Commitment Percentage" means for any Lender, the percentage
identified as its Revolving Commitment Percentage on Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 10.3.

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

      "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 Services, a division of The
McGraw-Hill Companies, 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).

                                       15

<PAGE>

      "Single Employer Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

      "Subsidiary" means, as to any Person, (a) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time, any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries, and
(b) any partnership, association, joint venture or other entity in which such
Person directly or indirectly through Subsidiaries has more than 50% equity
interest at any time.

      "Syndication Agent" means Citicorp USA, Inc., together with any successor
and assigns.

      "Terminating Lenders" shall have the meaning specified in Section 3.4(e).

      "Termination Date" means, as to the Revolving Loans and Competitive Loans,
May 16, 2005, 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   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."

      1.3   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
hereof (or. prior to the delivery of the first financial statements pursuant to
Section 6.1 hereof, consistent with the financial statements as at August 30,
2003; 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.

                                       16

<PAGE>

      1.4   TIME OF DAY.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

                                    SECTION 2

                                CREDIT FACILITIES

      2.1   REVOLVING LOANS.

            (a)   Revolving 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 Revolving Commitment from time to time from
      the Closing Date until the Termination Date, or such earlier date as the
      Revolving 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
      THREE HUNDRED MILLION DOLLARS ($300,000,000.00) (as such aggregate maximum
      amount may be reduced or increased from time to time as provided in
      Sections 3.3 and 3.4, the "Revolving Committed Amount"); provided,
      further, (i) with regard to each Lender individually, such Lender's
      outstanding Revolving Loans shall not exceed such Lender's Revolving
      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 Revolving 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. Notwithstanding the foregoing, the Borrower may not
      request any Loans hereunder while a Change of Control Standstill Period
      shall be in effect pursuant to Section 3.4(e) 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. on the Business Day of the requested borrowing in
            the case of Base Rate Loans, and not later than 2:00 P.M. on the
            second Business Day prior to the date of the requested borrowing in
            the case of

                                       17

<PAGE>

            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 Revolving Committed Amount,
            if less).

                  (iii) Advances. Each Lender will make its Revolving 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 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(c), (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.

                                       18

<PAGE>

            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)   Revolving 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 Revolving
      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 Revolving 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 Revolving 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 Revolving Committed Amount, if less).
      Notwithstanding the foregoing, the Borrower may not request any Loans
      hereunder while a Change of Control Standstill Period shall be in effect
      pursuant to Section 3.4(e) hereof.

            (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
      2:00 P.M. 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) no later than
      10:30 A.M. 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 1:00
      P.M. on the date of the requested Competitive Loan, accept any Competitive
      Bid by giving the

                                       19

<PAGE>

      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. 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

                                       20

<PAGE>

      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 would
      exceed the aggregate Revolving 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.

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

      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 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

                                       21

<PAGE>

Loan with a single Interest Period), (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 and (f) Competitive
Loans may not be extended or converted pursuant to this Section 3.2. 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. on the Business Day
of, in the case of the extension of Base Rate Loans, and prior to 2:00 P.M. 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 Revolving 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 Revolving 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)   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 shall exceed
      the Revolving 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.

            (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
      Revolving Loans may be reborrowed in accordance with the provisions
      hereof.

                                       22

<PAGE>

      3.4   TERMINATION, REDUCTION AND INCREASE OF REVOLVING COMMITTED AMOUNT.

            (a)   Voluntary Reductions. The Borrower may from time to time
      permanently reduce or terminate the Revolving 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 Revolving 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 Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans to exceed the
      Revolving Committed Amount unless, concurrently with such termination or
      reduction, the Revolving Loans and/or Competitive Loans are repaid to the
      extent necessary to eliminate such excess. 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)   Termination Date. Subject to subclauses (c) and (d) below, the
      Revolving Commitments of the Lenders shall automatically terminate on the
      Termination Date.

            (c)   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 such
      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 such Termination Date. Each Lender, in its
      sole discretion, shall make a determination not more than 30 days nor less
      than 25 days prior to such Termination Date as to whether or not it will
      agree to extend such Termination Date as requested; provided, however,
      that failure by any Lender to make a timely response to the Borrower's
      request for extension of such Termination Date shall be deemed to
      constitute a refusal by the Lender to extend such Termination Date. If, in
      response to a request for an extension of such 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 revolving credit facility hereunder at the same level of
      Revolving 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 more than 50% of the Revolving Commitments
      hereunder (including for purposes hereof any Replacement Lenders which may
      replace a Disapproving Lender, the "Approving Lenders"), extend and
      continue the revolving credit facility at a lower aggregate amount equal
      to the Revolving Commitments held by the Approving Lenders. In any such
      case, (i) such Termination Date relating to the Revolving 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 Revolving Commitments on such date,
      and (ii) such Termination Date relating to the Revolving Commitments held
      by the Approving Lenders shall be extended by an additional period of 364
      days.

                                       23

<PAGE>

            (d)   Term Out Option. If (i) the Borrower shall have delivered to
      the Administrative Agent a written notice requesting an extension of the
      Termination Date applicable to Revolving Loans and Competitive Loans at
      least three (3) Business Days prior to such 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 (provided that no prior elections have
      been made under this Section 3.4(d)) to the first anniversary of such
      Termination Date then in effect. No additional borrowings under the
      Revolving Credit Facility set forth in Section 2.1 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 0.250% per annum.

            (e)   Change of Control.

                  (i)   As set forth in Sections 2.1(a) and 2.2(a) above, the
            Borrower may not request any Loans hereunder while a Change of
            Control Standstill Period shall be in effect pursuant to this
            Section 3.4(e). Subject to the procedures set forth below in this
            clause (ii) of this Section 3.4(e), upon the occurrence of a Change
            of Control and the expiration of the 20-day notice period described
            below, each Lender shall have the right to terminate its Commitment
            hereunder and require that the Borrower prepay (and the Borrower
            agrees to so prepay) in full such Lender's outstanding Loans (such
            amount the "Change of Control Prepayment Amount"), plus accrued and
            unpaid fees and interest, if any, to the date of prepayment and all
            other obligations due to such Lender under this Credit Agreement and
            the other Credit Documents.

                  (ii)  Upon the occurrence of any Change of Control, the
            Administrative Agent shall mail a notice (the "Change of Control
            Notice") simultaneously to all Lenders providing each Lender with
            notice of its rights under this Section 3.4(e) and a period of
            twenty (20) calendar days to evaluate the Change of Control and make
            a determination as to whether such Lender will terminate its
            Commitments and accept payment of the Change of Control Prepayment
            Amount, or whether such Lender will accept such Change of Control
            and continue as a Lender hereunder. The period beginning on the
            effective date of such Change of Control and continuing through the
            expiration of such twenty (20) notice day period shall be referred
            to herein as a "Change of Control Standstill Period"). The Borrower
            may not request any Loans hereunder while a Change of Control
            Standstill Period shall be in effect pursuant to this Section
            3.4(e).

                  (iii) Lenders electing to have their Loans prepaid pursuant to
            this Section 3.4(e) shall so notify the Administrative Agent as
            directed in the Change of Control Notice; provided, however, that
            failure by any Lender to make a timely response shall be deemed to
            constitute an election by such Lender to terminate its

                                       24

<PAGE>

            Commitment and accept prepayment of its Loans. Upon the expiration
            date of the Change of Control Standstill Period, (A) all Lenders
            electing to terminate their Commitments (the "Terminating Lenders")
            shall surrender their Notes to the Administrative Agent at the
            address specified in Section 11.02, (B) all Notes held by the
            Terminated Lenders shall be cancelled by the Borrower and the
            Borrower shall pay the applicable Change of Control Prepayment
            Amounts to the Administrative Agent, for the account of the
            Terminating Lenders, and all other Obligations due to the
            Terminating Lenders under this Agreement and the other Credit
            Documents, (C) the Commitments of the Terminating Lenders hereunder
            shall be terminated and the Revolving Committed Amount shall be
            automatically reduced by an amount equal to the aggregate amount of
            the Commitments so terminated, and (D) and the Commitments of those
            Lenders not electing to terminate their Commitments shall
            automatically continue.

            (f)   Additional Commitments. The Borrower shall have the right to
      increase the Facilities on a pro rata basis as described in, and subject
      to the conditions of, Section 3.4(b) of the Five-Year Credit Agreement;
      provided, however, that no Lender shall be obligated to increase its
      Revolving Commitment hereunder.

            (g)   General. The Borrower shall pay to the Administrative Agent
      for the account of the Lenders in accordance with the terms of Section
      3.5(a), on the date of each termination or reduction of the Revolving
      Committed Amount, the Facility Fee accrued through the date of such
      termination or reduction on the amount of the Revolving Committed Amount
      so terminated or reduced.

      3.5   FEES.

            (a)   Facility Fee. In consideration of the Revolving 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
      Revolving 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 Revolving 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").

                                       25

<PAGE>

            (c)   Utilization Fee. During such periods as the aggregate
      principal amount of all outstanding Loans is greater than or equal to 50%
      of the Revolving Committed Amount (each such period 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.

                                       26

<PAGE>

      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

                                       27

<PAGE>

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

                                       28

<PAGE>

      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 Revolving
      Committed Amount and each conversion

                                       29

<PAGE>

      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,

                                       30

<PAGE>

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. 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 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

                                       31

<PAGE>

      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.

                                       32

<PAGE>

            (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.

                                       33

<PAGE>

                                    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 requesting a Revolving Note,
      executed by the Borrower;

            (c)   The Administrative Agent shall have received an appropriate
      original Competitive Note for each Lender requesting a Competitive Note,
      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(g);

            (f)   Since August 30, 2003 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)   The Administrative Agent shall have received evidence that all
      obligations due and owing under the Existing 364-Day Credit Agreement
      shall have been paid in full;

            (i)   The Administrative Agent shall have received evidence that the
      "Closing Date" under the Five-Year Credit Agreement shall have occurred
      simultaneously; and

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

                                       34

<PAGE>

      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
      Revolving Loan, an appropriate Notice of Borrowing or Notice of
      Extension/Conversion, as applicable;

            (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 Revolving Loans plus the aggregate
      principal amount of outstanding Competitive Loans shall not exceed the
      Revolving 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.
Notwithstanding the foregoing, the Borrower may not request any Loans hereunder
while a Change of Control Standstill Period shall be in effect pursuant to
Section 3.4(e) hereof.

                                       35
<PAGE>

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

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

      5.1   FINANCIAL CONDITION.

      The audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as of August 30, 2003 and the audited consolidated
statements of earnings and statements of cash flows for the year ended August
30, 2003 have heretofore been furnished to each Lender. Such financial
statements (including the notes thereto) (a) have been audited by Ernst & Young
LLP, (b) have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby and (c) present fairly (on the basis
disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries as of such date and for such periods. During the
period from August 30, 2003 to and including the Closing Date, there has been no
sale, transfer or other disposition by the Borrower or any of its Subsidiaries
of any material part of the business or property of the Borrower and its
consolidated Subsidiaries, taken as a whole, and no purchase or other
acquisition by any of them of any business or property (including any capital
stock of any other person) material in relation to the consolidated financial
condition of the Borrower and its consolidated Subsidiaries, taken as a whole,
in each case, which, is not reflected in the foregoing financial statements or
in the notes thereto and has not otherwise been disclosed in writing to the
Lenders on or prior to the Closing Date. Since August 30, 2003, through and
including the Closing Date, there has not occurred an event or condition which
has had a Material Adverse Effect.

      5.2   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.

                                       36
<PAGE>

      5.3   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).

      5.4   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.

      5.5   NO MATERIAL LITIGATION.

      Except as disclosed in Schedule 5.5, there are no actions, suits or
proceedings pending or, to the best knowledge of the Borrower, threatened
against or affecting the Borrower, any of its Subsidiaries or any of its
properties before any Governmental Authority that (a) could reasonably be
expected to have a Material Adverse Effect or (b) in any manner draw into
question the validity, legality or enforceability of any Credit Document or any
transaction contemplated thereby.

      5.6   NO DEFAULT.

      Neither the Borrower nor any of its Subsidiaries is in default under or
with respect to any of their contractual obligations in any respect which would
be reasonably expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

                                       37
<PAGE>

      5.7   OWNERSHIP OF PROPERTY; LIENS.

      Each of the Borrower and its Subsidiaries has good record and marketable
title in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien, except for
Permitted Liens.

      5.8   NO BURDENSOME RESTRICTIONS.

      Except as previously disclosed in writing to the Lenders on or prior to
the Closing Date, no Requirement of Law or contractual obligation of the
Borrower or any of its Subsidiaries would be reasonably expected to have a
Material Adverse Effect.

      5.9   TAXES.

      Each of the Borrower and its Subsidiaries has filed or caused to be filed
all United States federal income tax returns and all other material tax returns
which, to the best knowledge of the Borrower, are required to be filed and has
paid (a) all taxes shown to be due and payable on said returns or (b) all taxes
shown to be due and payable on any assessments of which it has received notice
made against it or any of its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any (i) taxes, fees or other charges with respect to which the
failure to pay, in the aggregate, would not have a Material Adverse Effect or
(ii) taxes, fees or other charges the amount or validity of which are currently
being contested and with respect to which reserves in conformity with GAAP have
been provided on the books of such Person), and no tax Lien has been filed, and,
to the best knowledge of the Borrower, no claim is being asserted, with respect
to any such tax, fee or other charge.

      5.10  ERISA.

      Except as would not result in a Material Adverse Effect:

            (a) During the five-year period prior to the date on which this
      representation is made or deemed made: (i) no ERISA Event has occurred,
      and, to the best knowledge of the Borrower, no event or condition has
      occurred or exists as a result of which any ERISA Event could reasonably
      be expected to occur, with respect to any Plan; (ii) no "accumulated
      funding deficiency," as such term is defined in Section 302 of ERISA and
      Section 412 of the Code, whether or not waived, has occurred with respect
      to any Plan; (iii) each Single Employer Plan and, to the best knowledge of
      the Borrower, each Multiemployer Plan has been maintained, operated, and
      funded in compliance with its own terms and in material compliance with
      the provisions of ERISA, the Code, and any other applicable federal or
      state laws; and (iv) no lien in favor of the PBGC or a Plan has arisen or
      is reasonably likely to arise on account of any Plan.

            (b) The actuarial present value of all "benefit liabilities" (as
      defined in Section 4001(a)(16) of ERISA), whether or not vested, under
      each Single Employer Plan, as of the

                                       38
<PAGE>

      last annual valuation date prior to the date on which this representation
      is made or deemed made (determined, in each case, utilizing the actuarial
      assumptions used in such Plan's most recent actuarial valuation report),
      did not exceed as of such valuation date the fair market value of the
      assets of such Plan.

            (c) Neither the Borrower, any of the Subsidiaries of the Borrower
      nor any ERISA Affiliate has incurred, or, to the best knowledge of the
      Borrower, could be reasonably expected to incur, any withdrawal liability
      under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither
      the Borrower, any of the Subsidiaries of the Borrower nor any ERISA
      Affiliate would become subject to any withdrawal liability under ERISA if
      the Borrower, any of the Subsidiaries of the Borrower or any ERISA
      Affiliate were to withdraw completely from all Multiemployer Plans and
      Multiple Employer Plans as of the valuation date most closely preceding
      the date on which this representation is made or deemed made. Neither the
      Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate
      has received any notification that any Multiemployer Plan is in
      reorganization (within the meaning of Section 4241 of ERISA), is insolvent
      (within the meaning of Section 4245 of ERISA), or has been terminated
      (within the meaning of Title IV of ERISA), and no Multiemployer Plan is,
      to the best knowledge of the Borrower, reasonably expected to be in
      reorganization, insolvent, or terminated.

            (d) No prohibited transaction (within the meaning of Section 406 of
      ERISA or Section 4975 of the Code) or breach of fiduciary responsibility
      has occurred with respect to a Plan which has subjected or may subject the
      Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate
      to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
      Section 4975 of the Code, or under any agreement or other instrument
      pursuant to which the Borrower, any of the Subsidiaries of the Borrower or
      any ERISA Affiliate has agreed or is required to indemnify any person
      against any such liability.

            (e) Neither the Borrower, any Subsidiary of the Borrower nor any
      ERISA Affiliates has any material liability with respect to "expected
      post-retirement benefit obligations" within the meaning of the Financial
      Accounting Standards Board Statement 106.

            (f) Neither the execution and delivery of this Credit Agreement nor
      the consummation of the financing transactions contemplated thereunder
      will involve any transaction which is subject to the prohibitions of
      Sections 404, 406 or 407 of ERISA or in connection with which a tax could
      be imposed pursuant to Section 4975 of the Code. The representation by the
      Borrower in the preceding sentence is made in reliance upon and subject to
      the accuracy of the Lenders' representation in Section 10.15 with respect
      to their source of funds and is subject, in the event that the source of
      the funds used by the Lenders in connection with this transaction is an
      insurance company's general asset account, to the application of
      Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),
      compliance with the regulations issued under Section 401(c)(1)(A) of
      ERISA, or the issuance of any other prohibited transaction exemption or
      similar relief, to the effect that assets in an insurance company's
      general asset account do not constitute assets of an

                                       39
<PAGE>

      "employee benefit plan" within the meaning of Section 3(3) of ERISA of a
      "plan" within the meaning of Section 4975(e)(1) of the Code.

      5.11  GOVERNMENTAL REGULATIONS, ETC.

            (a) 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.

            (b) Neither the Borrower nor any of its Subsidiaries is subject to
      regulation under the Public Utility Holding Company Act of 1935, the
      Federal Power Act or the Investment Company Act of 1940, each as amended.
      In addition, neither the Borrower nor any of its Subsidiaries is (i) an
      "investment company" registered or required to be registered under the
      Investment Company Act of 1940, as amended, and is not controlled by such
      a company, or (ii) a "holding company", or a "subsidiary company" of a
      "holding company", or an "affiliate" of a "holding company" or of a
      "subsidiary" of a "holding company", within the meaning of the Public
      Utility Holding Company Act of 1935, as amended.

            (c) Each of the Borrower and its Subsidiaries has obtained all
      licenses, permits, franchises or other governmental authorizations
      necessary to the ownership of its respective Property and to the conduct
      of its business, except where such failure could not reasonably be
      expected to have a Material Adverse Effect.

            (d) Neither the Borrower nor any of its Subsidiaries is in violation
      of any applicable statute, regulation or ordinance of the United States of
      America, or of any state, city, town, municipality, county or any other
      jurisdiction, or of any agency thereof (including without limitation,
      environmental laws and regulations), except where such violation could not
      reasonably be expected to have a Material Adverse Effect.

            (e) Each of the Borrower and its Subsidiaries is current with all
      material reports and documents, if any, required to be filed with any
      state or federal securities commission or similar agency and is in full
      compliance in all material respects with all applicable rules and
      regulations of such commissions, except where such failure could not
      reasonably be expected to have a Material Adverse Effect.

                                       40
<PAGE>

      5.12  SUBSIDIARIES.

      Schedule 5.12 sets forth all the Subsidiaries of the Borrower at the
Closing Date, the jurisdiction of their organization and the direct or indirect
ownership interest of the Borrower therein.

      5.13  PURPOSE OF LOANS.

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

      5.14  DISCLOSURE.

      No certificate (including any financial statements or other documents or
attached thereto) furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Credit Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                                    SECTION 6

                              AFFIRMATIVE 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   INFORMATION COVENANTS.

      The Borrower will furnish, or cause to be furnished, to the Administrative
Agent and the Lenders:

            (a) Annual Financial Statements. As soon as available, and in any
      event within 100 days after the close of each fiscal year of the Borrower
      and its Subsidiaries, a consolidated balance sheet and income statement of
      the Borrower and its Subsidiaries, as of the end of such fiscal year,
      together with related consolidated statements of operations and retained
      earnings and of cash flows for such fiscal year, setting forth in
      comparative form consolidated figures for the preceding fiscal year, all
      such financial information described

                                       41
<PAGE>

      above to be in reasonable form and detail and audited by Ernst & Young LLP
      (or independent certified public accountants of recognized national
      standing reasonably acceptable to the Administrative Agent) and whose
      opinion shall be to the effect that such financial statements have been
      prepared in accordance with GAAP (except for changes with which such
      accountants concur) and shall not be limited as to the scope of the audit
      or qualified as to the status of the Borrower and its Subsidiaries as a
      going concern.

            (b) Quarterly Financial Statements. As soon as available, and in any
      event within 50 days after the close of each fiscal quarter of the
      Borrower and its Subsidiaries (other than the fourth fiscal quarter, in
      which case 100 days after the end thereof) a consolidated balance sheet
      and income statement of the Borrower and its Subsidiaries, as of the end
      of such fiscal quarter, together with related consolidated statements of
      operations and retained earnings and of cash flows for such fiscal quarter
      in each case setting forth in comparative form consolidated figures for
      the corresponding period of the preceding fiscal year, all such financial
      information described above to be in reasonable form and detail and
      reasonably acceptable to the Administrative Agent, and accompanied by a
      certificate of a Financial Officer of the Borrower to the effect that such
      quarterly financial statements fairly present in all material respects the
      financial condition of the Borrower and its Subsidiaries and have been
      prepared in accordance with GAAP, subject to changes resulting from audit
      and normal year-end audit adjustments.

            (c) Officer's Certificate. At the time of delivery of the financial
      statements provided for in Sections 6.1(a) and 6.1(b) above, a certificate
      of a Financial Officer of the Borrower substantially in the form of
      Schedule 6.1(c), (i) demonstrating compliance with the financial covenants
      contained in Sections 6.10 and 6.11 by calculation thereof as of the end
      of each such fiscal period and (ii) stating that no Default or Event of
      Default exists, or if any Default or Event of Default does exist,
      specifying the nature and extent thereof and what action the Borrower
      proposes to take with respect thereto.

            (d) Reports. Promptly upon transmission or receipt thereof, (a)
      copies of any filings and registrations with, and reports to or from, the
      Securities and Exchange Commission, or any successor agency, and copies of
      all financial statements, proxy statements, notices and reports as the
      Borrower or any of its Subsidiaries shall send to its shareholders or to a
      holder of any Indebtedness owed by the Borrower or any of its Subsidiaries
      in its capacity as such a holder and (b) upon the request of the
      Administrative Agent, all reports and written information to and from the
      United States Environmental Protection Agency, or any state or local
      agency responsible for environmental matters, the United States
      Occupational Health and Safety Administration, or any state or local
      agency responsible for health and safety matters, or any successor
      agencies or authorities concerning environmental, health or safety
      matters.

            (e) Notices. Upon obtaining knowledge thereof, the Borrower will
      give written notice to the Administrative Agent immediately of (a) the
      occurrence of an event or condition consisting of a Default or Event of
      Default, specifying the nature and existence thereof and what action the
      Borrower propose to take with respect thereto, and (b) the

                                       42
<PAGE>

      occurrence of any of the following with respect to the Borrower or any of
      its Subsidiaries (i) the pendency or commencement of any litigation,
      arbitral or governmental proceeding against such Person which if adversely
      determined is reasonably likely to have a Material Adverse Effect, (ii)
      the institution of any proceedings against such Person with respect to, or
      the receipt of notice by such Person of potential liability or
      responsibility for violation, or alleged violation of any federal, state
      or local law, rule or regulation, including but not limited to,
      Environmental Laws, the violation of which would likely have a Material
      Adverse Effect, or (iii) any notice or determination concerning the
      imposition of any withdrawal liability by a Multiemployer Plan against
      such Person or any ERISA Affiliate, the determination that a Multiemployer
      Plan is, or is expected to be, in reorganization within the meaning of
      Title IV of ERISA or the termination of any Plan.

            (f) ERISA. Upon obtaining knowledge thereof, the Borrower will give
      written notice to the Administrative Agent promptly (and in any event
      within five business days) of: (i) of any event or condition, including,
      but not limited to, any Reportable Event, that constitutes, or might
      reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer
      Plan, the receipt of notice as prescribed in ERISA or otherwise of any
      withdrawal liability assessed against the Borrower or any of its ERISA
      Affiliates, or of a determination that any Multiemployer Plan is in
      reorganization or insolvent (both within the meaning of Title IV of
      ERISA); (iii) the failure to make full payment on or before the due date
      (including extensions) thereof of all amounts which the Borrower, any of
      the Subsidiaries of the Borrower or any ERISA Affiliate is required to
      contribute to each Plan pursuant to its terms and as required to meet the
      minimum funding standard set forth in ERISA and the Code with respect
      thereto; or (iv) any change in the funding status of any Plan that
      reasonably could be expected to have a Material Adverse Effect, together
      with a description of any such event or condition or a copy of any such
      notice and a statement by a Financial Officer of the Borrower briefly
      setting forth the details regarding such event, condition, or notice, and
      the action, if any, which has been or is being taken or is proposed to be
      taken by the Borrower with respect thereto. Promptly upon request, the
      Borrower shall furnish the Administrative Agent and the Lenders with such
      additional information concerning any Plan as may be reasonably requested,
      including, but not limited to, copies of each annual report/return (Form
      5500 series), as well as all schedules and attachments thereto required to
      be filed with the Department of Labor and/or the Internal Revenue Service
      pursuant to ERISA and the Code, respectively, for each "plan year" (within
      the meaning of Section 3(39) of ERISA).

            (g) Change of Control; Reorganization. Upon obtaining knowledge
      thereof, the Borrower will promptly provide the Administrative Agent and
      the Lenders with (i) written notice of any actual or expected Change of
      Control or Reorganization, (ii) the circumstances and relevant facts
      regarding such Change of Control or Reorganization (including the
      information with respect to pro forma historical income, cash flow and
      capitalization, each after giving effect to such Change of Control or
      Reorganization, as the case may be), and (iii) such additional information
      and documents regarding such Change of Control or Reorganization as may be
      reasonably requested by the Administrative Agent and/or any Lender.

                                       43
<PAGE>

            (h) Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Borrower or any of its Subsidiaries as the
      Administrative Agent or the Required Lenders may reasonably request.

      6.2   PRESERVATION OF EXISTENCE AND FRANCHISES.

      Except as would not result in a Material Adverse Effect, the Borrower
will, and will cause each of its Subsidiaries to, do all things necessary to
preserve and keep in full force and effect its existence, rights, franchises and
authority.

      6.3   BOOKS AND RECORDS.

      The Borrower will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

      6.4   COMPLIANCE WITH LAW.

      The Borrower will, and will cause each of its Subsidiaries to, comply with
all laws, rules, regulations and orders, and all applicable restrictions imposed
by all Governmental Authorities, applicable to it and its property if
noncompliance with any such law, rule, regulation, order or restriction would
have a Material Adverse Effect.

      6.5   PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

      Except as otherwise provided pursuant to the terms of the definition of
"Permitted Liens" set forth in Section 1.1, the Borrower will, and will cause
each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and
governmental charges or levies imposed upon it, or upon its income or profits,
or upon any of its properties, before they shall become delinquent, (b) all
lawful claims (including claims for labor, materials and supplies) which, if
unpaid, might give rise to a Lien upon any of its properties, and (c) except as
prohibited hereunder, all of its other Indebtedness as it shall become due.

      6.6   INSURANCE.

      The Borrower will, and will cause each of its Subsidiaries to, at all
times maintain in full force and effect insurance, which may include self
insurance, in such amounts and covering such risks as is consistent with sound
business practices and similarly situated corporations.

      6.7   MAINTENANCE OF PROPERTY.

      The Borrower will, and will cause each of its Subsidiaries to, maintain
and preserve its properties and equipment material to the conduct of its
business in good repair, working order and

                                       44
<PAGE>

condition, normal wear and tear and casualty and condemnation excepted, and will
make, or cause to be made, in such properties and equipment from time to time
all repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the manner
customary for companies in similar businesses.

      6.8   USE OF PROCEEDS.

      The Borrower will use the proceeds of the Loans solely for the purposes
set forth in Section 5.13.

      6.9   AUDITS/INSPECTIONS.

      Upon reasonable notice and during normal business hours, the Borrower
will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Administrative Agent, including, without limitation,
independent accountants, agents, attorneys, and appraisers to visit and inspect
its property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees and
representatives of such Person.

      6.10  ADJUSTED DEBT TO EBITDAR RATIO.

      The Borrower shall cause the ratio of Consolidated Adjusted Debt to
Consolidated EBITDAR as of the last day of each fiscal quarter to be no greater
than 3.00 to 1.00.

      6.11  INTEREST COVERAGE RATIO.

      The Borrower shall cause the Consolidated Interest Coverage Ratio as of
the last day of each fiscal quarter to be no less than 2.50 to 1.0.

                                    SECTION 7

                               NEGATIVE 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:

      7.1   LIENS.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their Property, whether now owned or after acquired, except for Permitted
Liens.

                                       45
<PAGE>

      7.2   NATURE OF BUSINESS.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
substantively alter the character or conduct of the business conducted by any
such Person as of the Closing Date.

      7.3   CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

      The Borrower will not, nor will it permit any of its Subsidiaries to:

            (a) except in connection with a disposition of assets permitted by
      the terms of subsection (c) below, dissolve, liquidate or wind up their
      affairs;

            (b) enter into any transaction of merger or consolidation; provided,
      however, that, so long as no Default or Event of Default would be directly
      or indirectly caused as a result thereof, (i) the Borrower may merge or
      consolidate with any of its Subsidiaries provided that the Borrower is the
      surviving corporation; (ii) any Subsidiary of the Borrower may merge or
      consolidate with any other Subsidiary of the Borrower; (iii) the Borrower
      or any of its Subsidiaries may merge or consolidate with any Person (other
      than the Borrower or any of its Subsidiaries) provided that (A) the
      Borrower or a Subsidiary of the Borrower is the surviving corporation and
      (B) after giving effect on a pro forma basis to such merger or
      consolidation, no Default or Event of Default would exist hereunder; and
      (iv) the Borrower may consummate the Reorganization pursuant to and in
      accordance with the provisions of the last paragraph of this Section 7.3.

            (c) sell, lease, transfer or otherwise dispose of Property owned by
      and material to the Borrower and its Subsidiaries, taken as a whole (other
      than any such sale, lease, transfer or other disposition by a Subsidiary
      of the Borrower to the Borrower or any other Subsidiary of the Borrower),
      provided, however, for the purposes of this subsection (c), sale-leaseback
      transactions entered into by the Borrower or its Subsidiaries shall not be
      deemed material to the Borrower and its Subsidiaries, taken as a whole to
      the extent the aggregate amount with respect to all such transactions
      entered into after the Closing Date does not exceed $500,000,000; and,
      provided further, the Borrower may consummate the Reorganization pursuant
      to and in accordance with the last paragraph of this Section 7.3; or

            (d) except as otherwise permitted by Section 7.3(a) or Section
      7.3(b), acquire all or any portion of the capital stock or securities of
      any other Person or purchase, lease or otherwise acquire (in a single
      transaction or a series of related transactions) all or any substantial
      part of the Property of any other Person; provided that (i) the Borrower
      or any of its Subsidiaries shall be permitted to make acquisitions of the
      type referred to in this Section 7.3(d), so long as such acquisitions are
      non-hostile and (ii) after giving effect on a pro forma basis to any such
      acquisition (including but not limited to any Indebtedness to be incurred
      or assumed by the Borrower or any of its Subsidiaries in connection
      therewith), no Default or Event of Default would exist hereunder.

                                       46
<PAGE>

      Notwithstanding the foregoing, but subject to the following provisions of
this paragraph, the Borrower will be permitted to effect an internal
reorganization that will result in the AutoZone parent company changing its
state of incorporation from Nevada to Delaware and that will be accomplished
either by (i) the Borrower merging with and into a new wholly-owned Subsidiary
of the Borrower, which Subsidiary (x) will be incorporated in the state of
Delaware and the surviving corporation of such merger, (y) shall, as a result of
such merger, assume by operation of law all of the rights and obligations of the
Borrower under the Credit Agreement, and (z) shall, immediately after the
consummation of such merger, have management and controlling ownership
substantially similar to that of the Borrower immediately prior to the
consummation of such merger, or (ii) the Borrower becoming a wholly-owned
Subsidiary of a new holding company incorporated in the State of Delaware, the
outstanding capital stock of which holding company will be owned by the current
shareholders of the Borrower (either such transaction, the "Reorganization").
The Lenders hereby agree that the Borrower shall be permitted to consummate the
Reorganization so long as (i) the consummation of the Reorganization shall not
result in a material and adverse impact to the interests of the Administrative
Agent and/or the Lenders under the Credit Agreement and the Notes, and (ii)
after giving effect to the Reorganization, (A) the Borrower become a
wholly-owned subsidiary of a corporation organized in the State of Delaware and
(B) that the management and controlling ownership of such parent corporation
immediately after the consummation of the Reorganization be substantially
similar to that of the Borrower immediately prior to the consummation of the
Reorganization. The Borrower hereby agrees (i) to provide the Administrative
Agent and the Lenders with such additional information and documents related to
the Reorganization as may be reasonably requested by the Administrative Agent
and/or any Lender and (ii) to execute within a reasonable time after
consummation of the Reorganization (not to exceed sixty (60) days unless
otherwise agreed by the Administrative Agent) such appropriate amendments,
corporate authority documents and other supporting documents to or under the
Credit Agreement evidencing any changes made necessary by the consummation of
the Reorganization (including, without limitation, (x) in the event the Borrower
merges with and into a new wholly-owned Subsidiary of the Borrower, a legal
opinion of Borrower's counsel, in form and substance reasonably acceptable to
the Administrative Agent's legal counsel, addressing the enforceability of the
Credit Documents with respect to such surviving Subsidiary and (y) in the event
that the Borrower becomes a wholly-owned subsidiary of a new parent holding
company incorporated in Delaware, a guaranty by such new parent holding company
of the Borrower's obligations under the Credit Agreement) and such other changes
as may be mutually agreed to by the Borrower (or its successor, if applicable)
and the parties hereto, each in form and substance reasonably acceptable to the
Borrower (or its successor, if applicable), the Administrative Agent and the
Required Lenders. The Borrower acknowledges that the agreement of the Lenders
evidenced in this paragraph is given in reliance upon the foregoing conditions
and agreements and shall be deemed revoked if any such condition or agreement is
breached.

      7.4   FISCAL YEAR.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
change its fiscal year without first obtaining the written consent of the
Required Lenders (such consent not to be unreasonably withheld).

                                       47
<PAGE>

      7.5   SUBSIDIARY INDEBTEDNESS.

      The Borrower will not permit any of its Subsidiaries to contract, create,
incur, assume or permit to exist any Indebtedness, except:

            (a) Indebtedness set forth on Schedule 7.5 (and any renewals,
      refinancings or extensions thereof on terms and conditions no more
      favorable, in the aggregate, to such creditor than such existing
      Indebtedness and in a principal amount not in excess of that outstanding
      as of the date of such renewal, refinancing or extension);

            (b) intercompany Indebtedness owed by a Subsidiary of the Borrower
      to the Borrower or to another wholly-owned Subsidiary of the Borrower;

            (c) Indebtedness of the Subsidiaries incurred after the Closing Date
      to provide all or a portion of the purchase price of short-lived assets
      (such as trucks and computer equipment) which may be treated as Capital
      Leases in accordance with GAAP in an aggregate amount not to exceed
      $50,000,000 in any fiscal year;

            (d) Indebtedness of the Subsidiaries incurred in connection with
      synthetic leases, tax retention operating leases, off-balance sheet loans
      or similar off-balance sheet financings in an aggregate amount not to
      exceed $150,000,000 in any two consecutive fiscal years;

            (e) Indebtedness of the Mexican Subsidiaries in an aggregate
      principal amount for all Mexican Subsidiaries not to exceed $150,000,000
      at any time outstanding; and

            (f) other Indebtedness in an aggregate principal amount not to
      exceed $25,000,000 at any time outstanding.

                                    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

                                       48
<PAGE>

                  (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 Fees or 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, 6.8, 6.10, 6.11 or
            7.1 through 7.3, inclusive, and 7.5, or

                  (ii) default in the due performance of any term, covenant or
            agreement contained in Section 6.1 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.

                  (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) Bankruptcy, etc. Any Bankruptcy Event shall occur with respect
      to the Borrower or any of its Subsidiaries; or

            (e) Other Indebtedness. With respect to any Indebtedness (other than
      Indebtedness outstanding under this Credit Agreement or owing to the
      Borrower or any of its Subsidiaries) in excess of $35,000,000 in the
      aggregate for the Borrower and its Subsidiaries taken as a whole, (i) the
      Borrower or any of its Subsidiaries shall (A) default in any payment
      (beyond the applicable grace period with respect thereto, if any) with
      respect to any such Indebtedness, or (B) default in the observance or
      performance relating to such Indebtedness or contained in any instrument
      or agreement evidencing, securing or relating thereto, or any other event
      or condition shall occur or condition exist, the effect of which default
      or other event or condition is to cause, or permit, the holder or holders
      of such Indebtedness (or trustee or agent on behalf of such holders) to
      cause, any such Indebtedness to become due prior to

                                       49
<PAGE>

      the applicable maturity date, but after the expiration of all applicable
      grace periods, and such Indebtedness shall not be repaid when due; or (ii)
      any such Indebtedness shall be declared due and payable, or required to be
      prepaid other than by a regularly scheduled required prepayment, prior to
      the stated maturity thereof and shall not be repaid when due; or

            (f) Judgments. One or more judgments or decrees shall be entered
      against the Borrower or any of its Subsidiaries involving a liability of
      $25,000,000 or more in the aggregate (to the extent not paid or covered by
      insurance) and any such judgments or decrees shall not have been vacated,
      discharged or stayed or bonded pending appeal within 30 days from the
      entry thereof or, if longer, within the applicable appeal period (but in
      no event for more than 90 days from the entry thereof); or

            (g) ERISA. Any of the following events or conditions, if such event
      or condition reasonably could be expected to have a Material Adverse
      Effect: (1) any "accumulated funding deficiency," as such term is defined
      in Section 302 of ERISA and Section 412 of the Code, whether or not
      waived, shall exist with respect to any Plan, or any lien shall arise on
      the assets of the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur
      with respect to a Single Employer Plan, which is, in the reasonable
      opinion of the Administrative Agent, likely to result in the termination
      of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall
      occur with respect to a Multiemployer Plan or Multiple Employer Plan,
      which is, in the reasonable opinion of the Administrative Agent, likely to
      result in (i) the termination of such Plan for purposes of Title IV of
      ERISA, or (ii) the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate incurring any liability in connection with a withdrawal from,
      reorganization of (within the meaning of Section 4241 of ERISA), or
      insolvency or (within the meaning of Section 4245 of ERISA) such Plan; or
      (4) any prohibited transaction (within the meaning of Section 406 of ERISA
      or Section 4975 of the Code) or breach of fiduciary responsibility shall
      occur which may subject the Borrower, any Subsidiary of the Borrower or
      any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
      502(l) of ERISA or Section 4975 of the Code, or under any agreement or
      other instrument pursuant to which the Borrower, any Subsidiary of the
      Borrower or any ERISA Affiliate has agreed or is required to indemnify any
      person against any such liability.

      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:

                                       50
<PAGE>

            (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) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued interest in respect thereof, all accrued and unpaid Fees and
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 Fleet National Bank 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.

                                       51
<PAGE>

      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 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

                                       52
<PAGE>

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.

                                       53
<PAGE>

      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

                                       54
<PAGE>

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
on which the same has been delivered by a reputable national overnight air
courier service to the addressee, or (iv) the day on which the same is delivered
to the addressee or delivery refused by the addressee 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) 495-7897
                  Telecopy:  (901) 495-8317

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

                                       55
<PAGE>

            if to the Administrative Agent:

                  Fleet National Bank
                  Agency Services
                  1633 Broadway, 28th Floor
                  NYEH52628
                  New York, NY 10019
                  Attn: Brenda Barnett
                  Telephone:  314-465-6658
                  Telecopy:  314-465-6450

                  with a copy to:

                  Fleet National Bank
                  MADE10510A
                  40 Broad Street
                  Boston, MA  02109
                  Attn: Alexis MacElhiney, Vice President
                  Telephone: (617) 434-3817
                  Telecopy:  (617) 434-6685

      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 other than in connection with a Reorganization permitted by

                                       56
<PAGE>

      Section 7.03 hereof; 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 and (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
      aggregate Commitments without the written consent of the Borrower, such
      consent not to be unreasonably withheld. 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

                                       57
<PAGE>

      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 Boston, Massachusetts (i) a copy of each Lender
      assignment agreement delivered to it in accordance with the terms of
      subsection (b) above and (ii) 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

                                       58
<PAGE>

      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

                                       59
<PAGE>

            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

                                       60
<PAGE>

instruments referred to therein (including, subject to any 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). In no event shall the Administrative Agent or any
Lender be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Credit Agreement, nor
shall any the Administrative Agent or any Lender have any liability for any
indirect or consequential damages relating to this Credit Agreement or any other
Credit Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date).

      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:

                                       61
<PAGE>

            (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(c) or 3.4(f), 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

                                       62
<PAGE>

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.

                                       63
<PAGE>

      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; AMENDMENT AND RESTATEMENT OF EXISTING 364-DAY CREDIT
            AGREEMENT; 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. The Borrower, the Administrative Agent and the Lenders hereby
      agree that at such time as this Credit Agreement shall have become
      effective pursuant to the terms of the first sentence of this Section
      10.13(a), (i) the Existing 364-Day Credit Agreement automatically shall be
      deemed amended and restated in its entirety by this Credit Agreement and
      (ii) all of the promissory notes executed in connection with the Existing
      364-Day Credit Agreement automatically shall be substituted and replaced
      by the promissory notes executed in connection with this Credit Agreement,
      and the lenders under the Existing 364-Day Credit Agreement holding such
      notes agree to promptly return such prior notes to the Borrower marked
      "cancelled".

            (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.

      10.14 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

                                       64
<PAGE>

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 actual or prospective assignee, participant or
counterparty (or its advisors) to any swap, hedge, securitization or derivative
transaction relating to any of its rights or obligations under this Agreement or
relating to the Borrower and its obligations so long as such actual or
prospective assignee, participant or counterparty (or its advisor) first
specifically agrees in a writing furnished to and for the benefit of the
Borrower to be bound by that 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.

                                       65
<PAGE>

      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.

                           [Signature Pages to Follow]

                                       66
<PAGE>
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/ Michael G. Archbold
                           ------------------------------------------------
                       Name: Michael G. Archbold
                       Title: Senior Vice President and Chief Financial Officer

                       By: /s/ Harry L. Goldsmith
                           ------------------------------------------------
                       Name: Harry L. Goldsmith
                       Title: Senior Vice President and Secretary

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

LENDERS:                    CITICORP USA, INC.,
                            in its capacity as a Lender and as Syndication Agent

                            By: /s/ Judith Green
                                ------------------------------------------------
                            Name: JUDITH GREEN
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

ADMINISTRATIVE AGENT:       FLEET NATIONAL BANK,
                            in its capacity as Administrative Agent

                            By: /s/ Alexis Mac Elhiney
                                ------------------------------------------------
                            Name: Alexis Mac Elhiney
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            FLEET NATIONAL BANK,
                            individually in its capacity as a Lender

                            By: /s/ Alexis Mac Elhiney
                                ------------------------------------------------
                            Name: Alexis Mac Elhiney
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            JPMORGAN CHASE BANK,
                            individually in its capacity as a Lender

                            By: /s/ Barry K. Bergman
                                ------------------------------------------------
                            Name: BARRY K. BERGMAN
                            Title: VICE PRESIDENT

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            SUNTRUST BANK,
                            individually in its capacity as a Lender

                            By: /s/ Bryan W. Ford
                                ------------------------------------------------
                            Name: BRYAN W. FORD
                            Title: DIRECTOR

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            WACHOVIA BANK, NATIONAL
                            ASSOCIATION, individually in its capacity as a
                            Lender

                            By: /s/ Anthony D. Braxton
                                ------------------------------------------------
                            Name: Anthony D. Braxton
                            Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            MERRILL LYNCH BANK USA,
                            individually in its capacity as a Lender

                            By: /s/ Louis Alder
                                ------------------------------------------------
                            Name: Louis Alder
                            Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            BNP PARIBAS,
                            individually in its capacity as a Lender

                            By: /s/ Jeff Tebeaux
                                ------------------------------------------------
                            Name: Jeff Tebeaux
                            Title: Vice President

                            By: /s/ Angela B. Arnold
                                ------------------------------------------------
                            Name: Angela B. Arnold
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            KEYBANK NATIONAL ASSOCIATION,
                            individually in its capacity as a Lender

                            By: /s/ David J. Wechter
                                ------------------------------------------------
                            Name: David J. Wechter
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            NATIONAL CITY BANK,
                            individually in its capacity as a Lender

                            By: /s/ Joseph L. Kwasny
                                ------------------------------------------------
                            Name: Joseph L. Kwasny
                            Title: Senior Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            UNION BANK OF CALIFORNIA, N.A.,
                            individually in its capacity as a Lender

                            By: /s/ Theresa L. Rocha
                                ------------------------------------------------
                            Name: Theresa L. Rocha
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            U.S. BANK NATIONAL ASSOCIATION,
                            individually in its capacity as a Lender

                            By: /s/ Jennifer Thurston
                                ------------------------------------------------
                            Name: Jennifer Thurston
                            Title: Assistant Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            CREDIT LYONNAIS NEW YORK BRANCH,
                            individually in its capacity as a Lender

                            By: /s/ Attila Koc
                                ------------------------------------------------
                            Name: Attila Koc
                            Title: Senior Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            FIFTH THIRD BANK,
                            individually in its capacity as a Lender

                            By: /s/ David J. Hicks
                                ------------------------------------------------
                            Name: David J. Hicks
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            WELLS FARGO BANK,
                            individually in its capacity as a Lender

                            By: /s/ James D. Heinz
                                ------------------------------------------------
                            Name: James D. Heinz
                            Title: Senior Vice President

                            By: /s/ Alex Idichandy
                                ------------------------------------------------
                            Name: Alex Idichandy
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            BANK OF TOKYO-MITSUBISHI, LTD.,
                            individually in its capacity as a Lender

                            By: /s/ D. Barnell
                                ------------------------------------------------
                            Name: D. BARNELL
                            Title: VICE PRESIDENT

                            By: /s/ J. Mearns
                                ------------------------------------------------
                            Name: J. MEARNS
                            Title: VP & MANAGER

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            COMERICA BANK,
                            individually in its capacity as a Lender

                            By: /s/ Heather A. Whiting
                                ------------------------------------------------
                            Name: Heather A. Whiting
                            Title: Account Officer

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            THE BANK OF NEW YORK,
                            individually in its capacity as a Lender

                            By: /s/ Randolph E. J. Medrano
                                ------------------------------------------------
                            Name: Randolph E. J. Medrano
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            FIRST TENNESSEE BANK NATIONAL
                            ASSOCIATION, individually in its capacity
                            as a Lender

                            By: /s/ James H. Moore, Jr.
                                ------------------------------------------------
                            Name: James H. Moore, Jr.
                            Title: SVP

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            THE NORTHERN TRUST COMPANY,
                            individually in its capacity as a Lender

                            By: /s/ Russ Rockenbach
                                ------------------------------------------------
                            Name: Russ Rockenbach
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            AMSOUTH BANK,
                            individually in its capacity as a Lender

                            By: /s/ Elizabeth H. Vaughn
                                ------------------------------------------------
                            Name: Elizabeth H. Vaughn
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            HIBERNIA NATIONAL BANK,
                            individually in its capacity as a Lender

                            BY: /s/ Michael R. Geissler
                                ------------------------------------------------
                            Name: Michael R. Geissler
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            NATIONAL BANK OF EGYPT,
                            NEW YORK BRANCH
                            individually in its capacity as a Lender

                            By: /s/ Hassan Eissa
                                ------------------------------------------------
                            Name: Hassan Eissa
                            Title: General Manager

                            By: /s/ Carmelo L. Foti
                                ------------------------------------------------
                            Name: Carmelo L. Foti
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004

<PAGE>

                            COMPASS BANK,
                            individually in its capacity as a Lender

                            By: /s/ Keely W. McGee
                                ------------------------------------------------
                            Name: Keely W. McGee
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004
<PAGE>

                                  SCHEDULE 1.1

                              APPLICABLE PERCENTAGE

<TABLE>
<CAPTION>
                                         Applicable Margin                             Applicable Percentage   Applicable Percentage
 Pricing           S&P/Moody's                 for            Applicable Margin for            for                     for
  Level               Rating            Eurodollar Loans         Base Rate Loans          Facility Fee         Utilization Premium
  -----               ------            ----------------         ---------------          ------------         -------------------
<S>              <C>                    <C>                   <C>                      <C>                     <C>
Level I          A-/A3 or above             32.0 bps                    0                    8.0 bps                 12.5 bps
Level II         BBB+/Baa1                  40.0 bps                    0                   10.0 bps                 12.5 bps
Level III        BBB/Baa2                   50.0 bps                    0                   12.5 bps                 12.5 bps
Level IV         BBB-/Baa3                  70.0 bps                    0                   17.5 bps                 12.5 bps
Level V          Below BBB-/Baa3            90.0 bps                    0                   22.5 bps                 12.5 bps
</TABLE>

      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.

<PAGE>

                                 SCHEDULE 2.1(a)

                     LENDERS/COMMITMENTS AS OF CLOSING DATE

<TABLE>
<CAPTION>
            LENDER                                                      REVOLVING COMMITMENTS
--------------------------------------------------------------------------------------------------------------------
                                                      REVOLVING
                                                      COMMITMENT                     REVOLVING COMMITMENT PERCENTAGE
--------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                              <C>
Citibank, N.A.                                      $33,000,000.00                            11.000000000%
Fleet National Bank                                 $33,000,000.00                            11.000000000%
JPMorgan Chase Bank                                 $26,250,000.00                             8.750000000%
SunTrust Bank                                       $26,250,000.00                             8.750000000%
Wachovia Bank, National Association                 $26,250,000.00                             8.750000000%
Merrill Lynch Bank USA                              $21,000,000.00                             7.000000000%
BNP Paribas                                         $12,750,000.00                             4.250000000%
KeyBank National Association                        $12,750,000.00                             4.250000000%
National City Bank                                  $12,750,000.00                             4.250000000%
Union Bank of California, N.A.                      $12,750,000.00                             4.250000000%
U.S. Bank National Association                      $12,750,000.00                             4.250000000%
Credit Lyonnais New York Branch                     $ 9,000,000.00                             3.000000000%
Fifth Third Bank                                    $ 9,000,000.00                             3.000000000%
Wells Fargo, National Association                   $ 9,000,000.00                             3.000000000%
The Bank of Tokyo-Mitsubishi, Ltd.                  $ 7,500,000.00                             2.500000000%
Comerica Bank                                       $ 7,500,000.00                             2.500000000%
The Bank of New York                                $ 6,000,000.00                             2.000000000%
First Tennessee National Association                $ 6,000,000.00                             2.000000000%
Northern Trust Company                              $ 6,000,000.00                             2.000000000%
AmSouth Bank                                        $ 3,000,000.00                             1.000000000%
Hibernia National Bank                              $ 3,000,000.00                             1.000000000%
National Bank of Egypt, New York Branch             $ 3,000,000.00                             1.000000000%
Compass Bank                                        $ 1,500,000.00                              .500000000%
TOTALS:                                             $  300,000,000                           100.000000000%
</TABLE>

<PAGE>

Fleet National Bank
MADE10510A
40 Broad Street
Boston, MA  02109
Attentions: Alexis MacElhiney, Vice President
Telephone: (617) 434-3817
Facsimile: (617) 434-6685

Citibank, N.A.
388 Greenwich Street
New York, NY 10013
Attention: Robert Kane
Telephone: (212) 816-8133
Facsimile: (212) 816-8301
E-Mail: Robert.J.Kane@citigroup.com

JPMorgan Chase Bank
270 Park Avenue, 4th Floor
New York, NY 10017
Attention: Barry Bergman
Telephone: (212) 270-0203
Facsimile: (212) 270-6637
E-Mail: Barry.Bergman@JPMorgan.com

SunTrust Bank
6410 Poplar Avenue, Suite 320
Memphis, TN 38119
Attention: Bryan Ford
Telephone: (901) 762-9862
Facsimile: (901) 766-7565
E-Mail: bryan.ford@suntrust.com

Wachovia Bank, National Association
1339 Chestnut Street
PA 4843
Philadelphia, PA 19107
Attention: Tony Braxton, Director
Telephone: (267) 321-6606
Facsimile: (267) 321-6700
E-Mail: Anthony.Braxton@wachovia.com

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT 84101
Attention: Derek Befus
Telephone: (801) 526-6814
Facsimile: (801) 531-7470
E-Mail: Derek_Befus@ml.com


BNP Paribas
12201 Merit Drive, Suite 860
Dallas, TX 75251
Attention: Jeff Tebeaux
Telephone: (214)953-9737
Facsimile: (972) 788-9140
E-Mail: jeff.tebeaux@americas.bnpparibas.com

KeyBank National Association
127 Public Square, 6th Floor
Cleveland, OH 44114
Attention: David Wechter
Telephone: (216) 689-4442
Facsimile: (216) 689-4981
E-Mail: David_J_Wechter@keybank.com

National City Bank
155 East Broad Street
Columbus, OH 43215-0077
Telephone: (614) 463-7108
Facsimile: (614) 463-8572
E-Mail: joe.kwasny@nationalcity.com

Union Bank of California, N.A.
350 California Street
San Francisco, CA 94104
Attention: Theresa Rocha, V.P.
Telephone: (415) 705-7594
Facsimile: (415) 705-7085
E-Mail: Theresa.Rocha@uboc.com

U.S. Bank National Association
One U.S. Bank Plaza
SL-MO-T12M
St. Louis, MO 63101
Attention: Amanda A. Schmitt, Vice President
Telephone: (314) 418-3638
Facsimile: (314) 418-3859
E-Mail: amanda.schmitt@usbank.com

Credit Lyonnais New York Branch
2200 Ross Avenue, Suite 4400 West
Attention:  Brian Myers
Telephone: (214) 220-2308
Facsimile: (214) 220-2323
E-Mail: brian.myers@clamericas.com

Fifth Third Bank
810 Crescent Center Drive
Suite 100
Franklin, TN 37067
Attention: David Hicks
Telephone: (615) 771-5805
Facsimile: (615) 771-5885
E-Mail: David.Hicks@53.com

                                       1
<PAGE>

Wells Fargo Bank, National Association
230 West Monroe Street
Attention: Dan Van Aken
Telephone: (312) 845-4463
Facsimile: (312) 553-4783
E-Mail: vanakend@wellsfargo.com

The Bank of Tokyo-Mitsubishi, Ltd.
2001 Ross Ave., Suite 3150
Dallas, TX 75201
Attention: Doug Barnell
Telephone: (214) 954-1200 x105
Facsimile: (214) 954-1007
E-Mail: dbarnell@btmna.com

Comerica Bank
500 Woodward Avenue
MC 3269
Detroit, MI 48226
Attention: Heather Whiting, Account Officer
Telephone: (313) 222-7046
Facsimile: (313) 222-9516

The Bank of New York
One Wall Street
New York, NY 10286
Attention: Lucille Madden, Vice President
Telephone: (212) 635-7879
Facsimile: (212) 635-1483
E-Mail: LMadden@bankofNY.com

First Tennessee National Association
165 Madison Avenue, 9th Floor
Memphis, TN 38103-2723
Attention: James H. Moore, Jr., Sr. Vice President
Telephone: (901) 523-4108
Facsimile: (901) 523-4267
E-Mail: jhmoore@ftb.com

The Northern Trust Company
50 S. LaSalle, 11th Floor
Chicago, IL 60675
Attention: Ms. Linda Honda
Telephone: (312) 444-3532
Facsimile: (312) 630-1566

AmSouth Bank
6000 Poplar Avenue, Suite 300
Memphis, TN 38119
Attention:  Beth H. Vaughn, Vice President
Telephone: (901) 762-5671
Facsimile: (901) 762-5665
E-Mail: beth.vaughn@amsouth.com

Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Attention: Michael Geissler, Vice President
Telephone: (504) 533-2502
Facsimile: (504) 533-5344
E-Mail: mgeissler@hibernia.com

National Bank of Egypt
New York Branch
40 East 52nd Street
Attention: Rami El-Rifai
Telephone: (212) 326-8105
Facsimile: (212) 326-8111
E-Mail: relrifai@nbeny.com

Compass Bank
15 S. 20th Street
Birmingham, AL 35233
Attention: Keely McGee, Vice President
Telephone: (205) 297-5920
Facsimile: (205) 297-7212
E-Mail: KKW@comapassbnk.com

                                       2
<PAGE>

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

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn: Agency Services

Ladies and Gentlemen:

      The undersigned, AUTOZONE, INC. (the "Borrower"), refers to the Amended
and Restated Credit Agreement dated as of May 17, 2004 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"), among the
Borrower, the Lenders, Fleet National Bank, as Administrative Agent and Citicorp
USA, Inc., 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: ___________________________________

<PAGE>

                                 SCHEDULE 2.1(e)

                             FORM OF REVOLVING NOTE

                                                                    May 17, 2004

      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 Fleet National Bank, as
Administrative Agent (the "Administrative Agent"), at 1633 Broadway, 28th Floor,
NYEH52628, New York, NY 10019, Attn: Agency Services (or at such other place or
places as the holder hereof may designate), at the times set forth in the
Amended and Restated Credit Agreement, dated as of May 17, 2004, 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.

<PAGE>

      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: ___________________________________

<PAGE>

                                 SCHEDULE 2.2(f)

                            FORM OF COMPETITIVE NOTE

                                                                    May 17, 2004

      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 Fleet National
Bank, as Administrative Agent (the "Administrative Agent"), at 1633 Broadway,
28th Floor, NYEH52628, New York, NY 10019, Attn: Agency Services (or at such
other place or places as the holder hereof may designate), at the times set
forth in the Amended and Restated Credit Agreement, dated as of May 17, 2004,
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.

<PAGE>

      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: ___________________________________

<PAGE>

                                  SCHEDULE 3.2

                     FORM OF NOTICE OF EXTENSION/CONVERSION

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

Ladies and Gentlemen:

The undersigned, AutoZone, Inc. (the "Borrower"), refers to the Amended and
Restated Credit Agreement dated as of May 17, 2004 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"), among the
Borrower, the Lenders, Fleet National Bank, as Administrative Agent and Citicorp
USA, Inc., 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: ___________________________________

<PAGE>

                                 SCHEDULE 4.1(g)

                              FORM OF LEGAL OPINION

                                     [DATE]

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

             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 Amended and Restated Credit Agreement dated as of May 17,
2004, among AutoZone, Inc., as Borrower, the several Lenders from time to time
party thereto, Fleet National Bank as Administrative Agent, and Citicorp USA,
Inc., as Syndication 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

<PAGE>

      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,

                                        2

<PAGE>

                                  SCHEDULE 5.5

                               MATERIAL LITIGATION

                                      NONE

<PAGE>

                                  SCHEDULE 5.12

                                  SUBSIDIARIES

AUTOZONE, INC. AS OF APRIL 14, 2004

STATUS:                    ACTIVE
INCORPORATION              NEVADA

FEDERAL ID#         62-1482048

SUBSIDIARIES

AUTOZONE NORTHEAST, INC.
AUTOZONE OPERATIONS, INC.
ALLDATA LLC
AUTOZONE DE MEXICO, S. DE R.L. DE C.V.
AUTOZONE DEVELOPMENT CORPORATION
AUTOZONE MISSISSIPPI PROPERTIES, INC.
AUTOZONE PROPERTIES, INC.
AUTOZONE STORES, INC.
AUTOZONE MISSISSIPPI, INC.
AUTOZONE TEXAS, L.P.
AUTOZONE.COM, INC.
AUTOZONERS, INC.
AUTOZONE WEST, INC.
DATAZONE, S. DE R.L. DE C.V.
SERVICE ZONE, S. DE R. L. DE C.V.
AUTOZONE PARTS, INC.
AZTP HOLDINGS, LLC
ZONE COMPRA, S. DE R.L. DE C.V.
AZ TEXAS OPERATIONS, LLC
AZER CALIFORNIA, LLC
AZER TEXAS, LLC
VENUS INITIATIVE, LLC
ZONA AUTOMOVILISTICA, INC.
RIVERSIDE CAPTIVE INSURANCE COMPANY

<PAGE>

                                 SCHEDULE 6.1(c)

                    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 Amended and Restated Credit Agreement dated as of May 17, 2004 (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, Fleet
National Bank, as Administrative Agent and Citicorp USA, Inc., 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 Credit Agreement as of the end of the fiscal period referred to above.

      This ______ day of ___________, 20__.

                               AUTOZONE, INC.

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________

<PAGE>

                                  SCHEDULE 7.5

                             SUBSIDIARY INDEBTEDNESS

AUTOZONE, INC. AS OF FEBRUARY 14, 2004

SUBSIDIARY INDEBTEDNESS

<TABLE>
<CAPTION>
                                                     Indebtedness
    Subsidiary                                 as of  February 14, 2004
--------------------                           ------------------------
<S>                                           <C>
AutoZone Texas, L.P.                                  $8,200,000
</TABLE>

                                       2

<PAGE>

                                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 Amended and Restated Credit Agreement dated as of
May 17, 2004, as amended and modified from time to time thereafter (the "Credit
Agreement") among AutoZone, Inc., the Lenders party thereto, Fleet National
Bank, as Administrative Agent and Citicorp USA, Inc. 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:

<PAGE>

<TABLE>
<S>                                                                                 <C>
(e)   Revolving Commitments of Assignee after giving effect to this
      Assignment and Acceptance as of the Effective Date                            $_________________

(f)   Revolving Commitments of Assignor after giving effect to this
      Assignment and Acceptance as of the Effective Date                            $_________________

(g)   Revolving Commitment Percentages of Assignee after giving
      effect to this Assignment and Acceptance as of the Effective
      Date (set forth to at least 8 decimals)                                        _________________%

(h)   Revolving Commitment Percentages of Assignor after giving
      effect to this Assignment and Acceptance as of the Effective
      Date (set forth to at least 8 decimals)                                        _________________%
</TABLE>

      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.

                                        2

<PAGE>

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:

FLEET NATIONAL BANK,
as Administrative Agent

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

AUTOZONE, INC.

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

                                       3