Exhibit 4.1
Officers’ Certificate
OFFICERS’ CERTIFICATE
PURSUANT TO SECTION 3.2 OF THE INDENTURE
AUTOZONE, INC.
$750,000,000 4.750% Senior Notes due 2032
August 1, 2022
A. Pursuant
to resolutions of the Board of Directors of AutoZone, Inc., a Nevada corporation (the “Company”), adopted
at a duly noticed and held meeting of the Board of Directors on March 21, 2022 (the “Resolutions”), the undersigned, Brian
L. Campbell, VP Treasury, Tax & Investor Relations and Treasurer of the Company, and Jamere Jackson, Chief Financial Officer and
Executive Vice President – Finance and Store Development of the Company certify that pursuant to the Resolutions and Section
3.2 of the Indenture, dated as of August 8, 2003 (the “Indenture”), between the Company and Regions Bank, as successor in
interest to The Bank of New York Mellon Trust Company, N.A., as successor in interest to Bank One Trust Company, N.A., as trustee (the
“Trustee”), there is hereby established a series of Securities (as that term is defined in the Indenture), the terms and
form of which shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Indenture):
(a) The title of the series of the Securities shall be “4.750% Senior Notes due 2032” (the “Notes”).
(b) The
Notes shall be issued at a price of 99.905% of the principal amount thereof.
(c) The
aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.7, 3.8, 3.11, 4.7
or 10.6 of the Indenture) initially shall be $750,000,000. The Company may, without the consent of the Holders of the Notes, create and
issue additional Notes ranking equally and ratably with the Notes and otherwise identical to the Notes in all respects, except for the
payment of interest accruing prior to the issue date of such additional Notes and, in some cases, the first payment of interest following
the issue date of such additional Notes and the initial interest accrual date thereof, so that such further Notes shall form a single
series with the Notes.
(d) The principal amount of the Notes shall be payable in full on August 1, 2032, subject to and in accordance with the provisions
of the Indenture.
(e) The
Notes shall bear interest at the rate of 4.750% per annum from August 1, 2022, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on February 1 and August 1 of each year (each an “Interest Payment
Date”), commencing on February 1, 2023 until the principal amount of the Notes has been paid or duly provided for. The January
15 and July 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall be a “Regular
Record Date” for the interest payable on such Interest Payment Date.
(f) The principal of and interest on the Notes shall be payable at the Corporate Trust Office of the Trustee in Atlanta, Georgia.
(g) The Notes will be redeemable at the Company’s option at any time in whole or from time to time in part. Prior to May 1,
2032 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in
whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30- day months) at the Treasury Rate plus 30 basis points less (b) interest accrued
to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to the redemption date.
On or after the Par Call Date, the Company may
redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount
of the Notes being redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date.
“Treasury Rate” means, with
respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption
or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the
Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity
on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on
the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second
business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest
to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two
or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities
maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the
Company shall select from among these two or more United States Treasury securities the United States Treasury security that is
trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m.,
New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to
maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty or obligation to calculate the redemption price or to confirm or verify the Company’s calculation
of the redemption price.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before
the redemption date to each holder of Notes to be redeemed.
Any notice of any redemption may be given prior
to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
In the case of a partial redemption, selection
of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal
amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation
of the original Note. For so long as the Notes are held by DTC, Euroclear or Clearstream (or another depositary), the redemption of the
Notes shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults in payment of the
redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
(h) The Notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
(i) The
Notes shall be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities may be exchanged in
whole or in part for individual Securities in definitive form only on the terms and conditions set forth in the Indenture. The initial
Depository for such Global Securities shall be The Depository Trust Company.
(j) The
Notes shall be denominated in Dollars and the payment of the principal of and interest on the Notes shall be in Dollars.
(k) The Notes shall be defeasible as provided in Article IX of the Indenture.
(l) The Notes shall not be subject to any mandatory sinking fund.
(m) If
a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the
Notes as described in Section 4.2 of the Indenture and clause (A)(g) of this Officers’ Certificate, Holders of Notes shall
have the right to require the Company to make an offer to each Holder of Notes to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change
of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company shall be required to offer
payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on
the Notes repurchased to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change
of Control Triggering Event or, at the Company’s option, prior to the date of the consummation of any Change of Control, but
after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall be
required to mail a notice to the Holders of the Notes, with a copy to the Trustee, describing the transaction or transactions that
constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in
the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the
“Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The
notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the Change of Control Offer is
conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. The
Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change
of Control Triggering Event provisions of the Notes, the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the Notes by
virtue of such conflicts.
“Capital Stock”
of a corporation means the capital stock of every class whether now or hereafter authorized, regardless of whether such capital stock
shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of such corporation.
“Change of
Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s
assets and the assets of its Subsidiaries, taken as a whole, to any Person, other than the Company or one of its Subsidiaries, taken as
a whole, to any Person, other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any Person becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting
Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather
than number of shares; (3) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges
with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or
the Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction
where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into
or exchanged for, a majority of the Voting Stock of the surviving Person or any direct or indirect parent company of the surviving Person
immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the Company’s liquidation or dissolution.
Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control under clause (2) above if (i) the Company
becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect Holders of the Voting Stock
of such holding company immediately following that transaction are substantially the same as the Holders of the Company’s Voting
Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding
company.
“Change of
Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
“Fitch”
means Fitch Inc., and its successors.
“Investment
Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s
and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating
Agencies selected by the Company.
“Moody’s”
means Moody’s Investors Service, Inc., and its successors.
“Person”
has the meaning given thereto in Section 13(d)(3) of the Exchange Act.
“Rating Agencies”
means (A) each of Fitch, Moody’s and S&P; and (B) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails
to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified
by a resolution of the Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may
be.
“Rating Event”
means the rating on the Notes is lowered by at least two of the three Rating Agencies and the Notes are rated below an Investment Grade
Rating by at least two of the three Rating Agencies on any day during the period (which period will be extended so long as the rating
of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior
to the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and
ending 60 days following consummation of such Change of Control.
“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Corporation, Inc., and its successors.
“Voting Stock”
means, with respect to any specified Person that is a corporation as of any date, the Capital Stock of such person that is at the time
entitled to vote generally in the election of the Board of Directors of such Person.
(n) On each Change of Control Payment Date, the Company shall be required, to the extent lawful, to:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change
of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all
Notes or portions of Notes properly tendered; and
(iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal
amount of Notes or portions of Notes being repurchased.
The
paying agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Note, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or
an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer upon the
occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and
not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the
Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the payment of the Change of Control
Payment upon a Change of Control Triggering Event.
(o) Any
reference to a merger, consolidation, amalgamation, distribution, assignment, sale, transfer, disposition or similar term, shall be deemed
to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets of a limited liability
company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation,
distribution, assignment, sale, transfer, disposition or similar term, as applicable, to, of or with a separate Person. Any division
of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited
liability company, limited partnership or trust that is a subsidiary, joint venture or any other like term shall also constitute such
a Person or entity).
(p) The
Company shall not, and shall not permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the
Company or any Subsidiary of any Property that has been or is to be sold or transferred by the Company or such Subsidiary to such Person
more than 180 days following the Company’s or its Subsidiary’s acquisition of such Property, with the intention of taking
back a lease of such Property (a “Sale and Leaseback Transaction”) unless the terms of such sale or transfer have been determined
by the Board of Directors to be fair and arm’s length and either:
(i) within
12 months after the receipt of the proceeds of the sale or transfer, the Company or any Subsidiary apply an amount equal to the greater
of the net proceeds of the sale or transfer or the fair value of such Property at the time of such sale or transfer to the prepayment
or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt; or
(ii) the
Company or such Subsidiary would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Lien on such
Property in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without equally and ratably
securing the Notes pursuant to Section 5.8 of the Indenture.
The foregoing restriction
in the paragraph above shall not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals;
or (ii) between the Company and a Subsidiary or between Subsidiaries, provided that the lessor is the Company or a wholly owned Subsidiary.
“Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate
of interest implicit in the terms of the lease (as determined in good faith by the Company) of the obligations of the lessee under such
lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may,
at the Company’s option, be extended).
“Funded
Debt” means debt which matures more than one year from the date of creation, or which is extendable or renewable at the sole
option of the obligor so that it may become payable more than one year from such date or which is classified, in accordance with
United States generally accepted accounting principles, as long-term debt on the consolidated balance sheet for the most recently
ended fiscal quarter (or if incurred subsequent to the date of such balance sheet, would have been so classified) of the person for
which the determination is being made. Funded Debt does not include (1) obligations created pursuant to leases, (2) any debt or
portion thereof maturing by its terms within one year from the time of any computation of the amount of outstanding Funded Debt
unless such debt shall be extendable or renewable at the sole option of the obligor in such manner that it may become payable more
than one year from such time, or (3) any debt for which money in the amount necessary for the payment or redemption of such debt is
deposited in trust either at or before the maturity date thereof.
“Senior Funded
Debt” means all Funded Debt of the Company or its Subsidiaries (except Funded Debt, the payment of which is subordinated to the
payment of the Notes).
(q) Clause (xiii) of the definition of “Permitted Liens” in Section 1.1 of the Indenture is hereby replaced and superseded
in its entirety to read as follows:
(xiii) Liens
existing on July 19, 2022 to secure Debt existing on July 19, 2022, or any exensions, amendments, renewals, refinancings, replacements
or other modifications thereto.
(r) Clause
(xv) of the definition of “Permitted Liens” in Section 1.1 of the Indenture is hereby deleted in its entirety with respect
to the Notes and replaced with “(xv) [Reserved].”.
(s) Clause
(xviii) of the definition of “Permitted Liens” in Section 1.1 of the Indenture is hereby replaced and superseded in its entirety
with respect to the Notes to read as follows:
(xviii) other
Liens on Property of the Company and its Subsidiaries securing Debt having an aggregate principal amount (or deemed amount, in the case
of Attributable Debt) not to exceed, as of any date of incurrence of such secured debt pursuant to this clause (xviii) and after giving
effect to such incurrence and the application of the proceeds therefrom, the greater of (1) $1.0 billion and (2) 15% of the Company's
Consolidated Net Tangible Assets.
(t) Section
7.1(e) of the Indenture is hereby amended by replacing the reference to “$35 million” set forth therein with a reference
to “$75 million.”
(u) Clauses
(g), (h) and (i) of Section 10.1 of the Indenture are hereby deleted in their entirety and the following clauses (g), (h), (i) and (j)
are hereby inserted with respect to the Notes to read as follows:
(g) to
make any change that does not adversely affect the rights of any holder in any material respect, as evidenced by an officer’s certificate
delivered to the Trustee (upon which it may fully rely);
(h) conform
the text of the Indenture or the Securities to any provision of the related “Description of Notes” in the related prospectus
supplement;
(i) establish
additional series of Securities as permitted by this indenture; or
(j) comply
with requirements of the SEC in order to maintain the qualification of the Indenture under the TIA.
(v) The
Notes shall be entitled to the benefit of the covenants in Article V of the Indenture.
(w) The
Notes constitute senior unsecured debt obligations of the Company and rank equally in right of payment among themselves and with all
other existing and future senior, unsecured and unsubordinated debt obligations of the Company.
(x) There
shall be no Events of Default other than those provided in Section 7.1 of the Indenture and the failure by the Company to comply with
the provisions of clauses A.(m) or (n) hereof.
(y) The
Notes shall have additional terms and conditions as set forth in, and shall be substantially in the form of, Annex A attached hereto,
with such modifications thereto as may be approved by the authorized officer or officers executing the same.
(z) The Trustee shall be the trustee for or on behalf of the Holders of the Notes.
B. The
undersigned hereby approve the sale of $750,000,000 aggregate principal amount of Notes by the Company to the Underwriters listed in
Schedule I to that certain Underwriting Agreement dated July 19, 2022 and in accordance with and pursuant to the terms thereof at a net
purchase price to the Company of 99.255% of the principal amount thereof plus accrued interest, if any from August 1, 2022, and with
an initial price to the public of 99.905% of the principal amount thereof plus accrued interest, if any from August 1, 2022.
The Indenture, as supplemented
by this Officers’ Certificate, is in all respects ratified and confirmed, and this Officers’ Certificate shall be deemed part
of the Indenture in the manner and to the extent herein and therein provided.
This Officers’ Certificate
may be executed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes.
THIS
OFFICERS’ CERTIFICATE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT
OF LAWS PROVISIONS THEREOF.
(Signature page follows)
IN WITNESS WHEREOF, each of the undersigned has
hereunto signed his name as of the date first set forth above.
| |
By: |
/s/ Brian L. Campbell |
| |
Name: |
Brian L. Campbell |
| |
Title: |
VP Treasury, Tax & Investor Relations and
Treasurer |
| |
|
| |
By: |
/s/ Jamere Jackson |
| |
Name: |
Jamere Jackson |
| |
Title: |
Chief Financial Officer and Executive Vice President
– Finance and Store Development |
[Signature Page to Officers’
Certificate Pursuant to Section 3.2 of the Indenture]
ANNEX A
Form
of Note
[See attached.]
[Annex
A to Officers’ Certificate Pursuant to Section 3.2 of the Indenture]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS
NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
No.
[l]
AUTOZONE, INC.
[FORM OF] 4.750% Senior
Note due 2032
Original Issue Date: August 1, 2022
Interest Payment Dates: February 1 and August 1
Maturity Date: August 1, 2032
Interest Rate: 4.750%
AUTOZONE, INC.,
a Nevada corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of [l]
dollars ($[l])
(the “Principal Amount”) on the Maturity Date shown above, except as provided below, and to pay interest thereon at the rate
per annum shown above. (Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated.) The Company will pay interest semiannually on the Interest Payment Dates, commencing on February 1, 2023. Interest on
this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from the Original Issue Date shown above. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the person in whose name this Note (or one or more
predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall be the January 15
or the July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Payment of the principal
of and interest on this Note will be made at the Corporate Trust Office of the Trustee in Atlanta, Georgia, in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts.
If the Company defaults in
a payment of interest on this Note, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the persons who are Securityholders of this Note on a subsequent special record date. The Company shall fix
that record date and payment date. At least ten (10) days before that record date, the Company shall mail to the Trustee and to
each Securityholder a notice that states that record date, the payment date and the amount of interest and any interest thereon to be
paid. The Company may pay defaulted interest and any interest thereon in any other lawful manner.
This Note is one of a
duly authorized issue of securities of the Company (the “Securities”), of the Series hereinafter specified, all
issued under and pursuant to an indenture, dated as of August 8, 2003, together with the Officers’ Certificate dated
August 1, 2022 (the “Officers’ Certificate”), establishing the terms of the Notes (the
“Indenture”), between the Company and Regions Bank (as successor in interest to The Bank of New York Mellon Trust
Company, N.A. (as successor in interest to Bank One Trust Company, N.A.)), as Trustee (the “Trustee”), to which
Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and Holders of the Securities. The aggregate principal
amount of Securities that may be authenticated and delivered under the Indenture is unlimited. The Securities may be issued in one
or more Series, which different Series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided. This Note is one of a Series designated as the “4.750% Senior Notes due 2032” of the
Company (herein referred to as the “Notes”), initially issued in an aggregate principal amount of seven hundred fifty
million dollars ($750,000,000). The Company may from time to time, without notice to or the consent of the holders of the Notes,
create and issue additional Notes ranking equally and ratably with the Notes and otherwise identical in all respects, except for the
issue price, the issue date, the payment of interest accruing prior to the issue date of such additional Notes and, in some cases,
the first payment of interest following the issue date of such additional Notes and the initial interest accrual date thereof, so
that such further Notes shall be consolidated and form a single Series with the Notes.
The Notes constitute senior
unsecured debt obligations of the Company and rank equally in right of payment among themselves and with all other existing and future
senior, unsecured and unsubordinated debt obligations of the Company.
In accordance with and subject
to the provisions of the Officers’ Certificate, the Holders of the Notes may require that the Company repurchase the Notes if a
Change of Control Triggering Event has occurred.
The Notes will be redeemable
at the Company’s option at any time in whole or from time to time in part. Prior to May 1, 2032 (three months prior to their
maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and
from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to
the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a
360-day year consisting of twelve 30- day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date
of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the redemption date.
On or after the Par Call
Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of
the principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but not including,
the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date
(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date
on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
If on the third business
day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such
redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable.
If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for
such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States
Treasury security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption
will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10
days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.
Any notice of any redemption
may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to
one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
In the case of a partial
redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion
deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed
in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed.
A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon
surrender for cancellation of the original Note. For so long as the Notes are held by DTC, Euroclear or Clearstream (or another depositary),
the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called
for redemption.
The Notes will not be subject to, or have the benefit of,
any sinking fund.
In case an Event of Default
(as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared,
or shall become, due and payable, in the manner, with the effect and subject to certain conditions set forth in the Indenture. The Indenture
provides that, subject to certain conditions therein set forth, any such declaration of acceleration and its consequences may be waived
by the Holders of a majority in principal amount of the outstanding Notes.
The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the Holders of at least a majority in principal amount of the outstanding
Notes to be affected thereby, as provided in the Indenture, to enter into supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Notes; and the Indenture also contains provisions allowing the Holders of at least a majority in principal amount
of the outstanding Notes to waive compliance with any provision of the Indenture or this Note; provided, however, that
no such supplemental indenture or amendment or waiver may, without the consent of each Holder of Notes to be affected (a) reduce
the amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of, change the method
of determination of or extend the time for payment of interest (including default interest) on any Note; (c) reduce the principal
or change the Stated Maturity of any Note; (d) make any change in the provisions concerning waivers of Events of Default by Holders
or the rights of Holders to recover the principal of or interest on any Note; (e) waive a Default or Event of Default in the payment
of the principal of or interest on any Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in
principal amount of the outstanding Notes and a waiver of the payment default that resulted from such acceleration); (f) make the
principal of or interest on any Note payable in any currency other than that stated in the Note; (g) make any change in Sections
7.8, 7.13, or 10.3 of the Indenture; or (h) waive a redemption payment with respect to any Note. The Indenture also provides that
the Holders of not less than a majority in principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive
any past Default under the Indenture with respect to the Notes and its consequences, except a Default (i) in the payment of the
principal of or interest on any Note (provided, however, that the Holders of a majority in principal amount of the outstanding Notes
may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) in
respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Notes
affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. Any such waiver by the Holders of the Notes shall be conclusive and binding upon the Holder of this Note and upon
all future Holders and owners of this Note and of any Note issued upon the transfer hereof or in exchange or substitution hereof.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein and
in the Indenture prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable by the Holder hereof on the register of
the Company, upon due presentment of this Note for registration of transfer at the office of the Registrar, or at the office of any co-registrar
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Registrar or any such
co-registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for an equal principal amount will be issued to the designated transferee or transferees.
No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith.
The Notes are issuable only
as registered Notes without coupons in denominations equal to $2,000 or an integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for new Notes of any authorized denominations
of an equal principal amount as requested by the Holder surrendering the same.
Notwithstanding the other
provisions of the Indenture, payment of the principal of and interest, if any, on any Note represented by a Global Security shall be
made to the Holder thereof. The Company and the Trustee understand that interest on any such Global Security will be disbursed or credited
by the Depository to the persons having beneficial ownership thereof pursuant to a book-entry or other system maintained by the Depository.
Except as provided in the
foregoing paragraph, the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding
Notes represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security,
for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.
The Holder of this Note shall
not have recourse for the payment of principal of or interest on this Note or for any claim based on this Note or the Indenture against
any director, officer, employee or stockholder, as such, of the Company. By acceptance of this Note, the Holder waives and releases all
such liability.
THE INDENTURE AND THIS NOTE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
All terms used but not defined
in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of
authentication has been executed by manual signature of the Trustee, this Note shall not be valid.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed manually or in facsimile.
Date: August 1, 2022
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By: |
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Name: |
Brian L. Campbell |
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Title: |
VP Treasury, Tax & Investor Relations and Treasurer |
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By: |
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Name: |
Jamere Jackson |
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Title: |
Chief Financial Officer and Executive Vice President – Finance and Store
Development |
[Signature
Page to Global Note (No. [l])]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
Series designated therein, referred to
in the within-mentioned Indenture.
REGIONS BANK, (AS SUCCESSOR IN INTEREST TO THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.), as Trustee
[Signature
Page to Global Note (No. [l])]
