Exhibit 10.2

Bank of America	Fleet
	Kimberly Crane Agency Management Officer Bank of America, N.A., as Agent for Fleet National Bank, as Administrative Agent 100 North Tryon Street, 14th Floor NC1-007-14-24 Charlotte, NC 28255 V: 704-387-5451 F: 704-409-0901 kimberly.crane@bankofamerica.com
April 6, 2005

VIA INTRALINKS

To: All Participant Lenders

Re: Autozone, Inc. (the “Borrower”), Amended and Restated Five-Year Credit Agreement dated as of May 17, 2004 (the “Agreement”) among Fleet National Bank, as Administrative Agent (the “Agent”), and The Several Lenders from time to time party hereto (the “Lenders”)

Ladies and Gentlemen:

Fleet National Bank, as Administrative Agent, has received Borrower’s request to extend the commitment Termination Date, pursuant to Section 3.4 (c) of the Agreement. The renewed facility will terminate on May 17, 2010.

Kindly evidence your concurrence as Lender by signing a copy of this letter and returning it via fax to me at 704 409 0901 by Wednesday, April 20, 2005. Please send the original signed copy as follows:

Attn: Kimberly Crane
Bank of America, N.A.
100 North Tryon Street, 14th Floor
NC1-007-14-24
Charlotte, NC 28255

If you have any questions, please call me at 704 387 5451

Regards,

Bank of America, N.A., as Agent for Fleet National Bank, as Administrative Agent

/s/ Kimberly Crane

Kimberly Crane

Agency Management Officer

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The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Barry Bergman
	Barry Bergman Managing Director
Lender:	JPMorgan Chase Bank, N.A.

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Heather Hinkelman
	Heather Hinkelman
Lender:	US Bank

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Jeff Tebeaux
Lender:	BNP PARIBAS
By:	/s/ Brad Ellis
Lender:	BNP PARIBAS

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	UFJ Bank Limited

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Louis Alder
Name:	Louis Alder
Lender:	Merrill Lynch Bank USA

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	THE BANK OF TOKYO-MITSUBISHI, LTD.

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The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

	Charles C. Philipp Vice President
By:	/s/ Charles C. Philipp
Lender:	Citicorp USA, Inc.

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Bryan W. Ford
Lender:	SunTrust Bank Bryan W. Ford Director

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Theresa L. Rocha
	Theresa L. Rocha, Vice President
Lender:	Union Bank of California, N.A.

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Heather A. Whiting
	Heather A. Whiting, Account Officer
Lender:	COMERICA BANK

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Dan Killian
Lender:	Dan M. Killian Senior Vice President

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Zach Johnson
	Zach Johnson
Lender:	Wells Fargo Bank, N.A.

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The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Anthony D. Braxton
	Anthony D. Braxton, Director
Lender:	Wachovia Bank, National Association

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Elizabeth H. Vaughn, V.P.
Lender:	AmSouth Bank

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ Thomas E. Bernhard
	Thomas E. Bernhard
Lender:	The Northern Trust Company

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

Lender: CALYON NEW YORK BRANCH

/s/ Philippe Soustra

Philippe Soustra

Executive Vice President

By:	/s/ Scott R. Chappelka
Name:	Scott R. Chappelka
Title:	Director

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ James H. Moore, Jr.
Lender:	First Tennessee Bank National Association

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	The Bank of New York

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The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	NATIONAL CITY BANK

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	Fifth Third Bank, N.A.

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	Compass Bank

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	Hibernia National Bank

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	KEYBANK NATIONAL ASSOCIATION

The undersigned Lender hereby consents to the extension of the Termination Date as defined in the Amended and Restated Five-Year Credit Agreement to May 17, 2010.

By:	/s/ [Illegible]
Lender:	National Bank of Egypt, NY Branch

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