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Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: October 18, 2002
(Date of Earliest Event Reported)

AUTOZONE, INC.

(Exact Name of Registrant as Specified in Its Charter)

         
Nevada   1-10714   62-1482048
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation or Organization)       Identification No.)
         
23 South Front Street        
Memphis, Tennessee       38103
(Address of Principal Executive Offices)       (Zip Code)

(901) 495-6500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

TABLE OF CONTENTS

SIGNATURE
Underwriting Agreement, dated October 16, 2002
Terms Agreement, dated October 16, 2002
Form of Note

Table of Contents

ITEM 5.       Other Events.

General

     On October 1, 2002, AutoZone, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-100205) (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of up to $500,000,000 aggregate offering price of debt securities, which Registration Statement was declared effective on October 10, 2002.

     On October 16, 2002, the Company initiated the offering of $300,000,000 aggregate principal amount of its 5.875% Senior Notes due 2012 (the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”) and related terms agreement dated October 16, 2002 (the “Terms Agreement”), by and among the Company and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. The Company expects to complete the sale, and the underwriters expect to deliver the Notes, on or about October 21, 2002. The Notes will be issued pursuant to the Indenture, dated as of July 22, 1998, between the Company and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee, a copy of which is hereby incorporated by reference to Exhibit 4.1 to the Registration Statement. Each of the Underwriting Agreement, the Terms Agreement and the form of Note is filed herewith as an Exhibit and incorporated herein by this reference.

ITEM 7.       Financial Statements and Exhibits.

(c) Exhibits.

  1.1   Underwriting Agreement, dated October 16, 2002, by and among the Company and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
 
  1.2   Terms Agreement, dated October 16, 2002, by and among the Company and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.
 
  4.1   Form of Note.

 

Table of Contents

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

             
    AUTOZONE, INC
             
Date: October 18, 2002   By:   /s/ Harry L. Goldsmith
       
        Name:   Harry L. Goldsmith
        Title:   Senior Vice President,
            General Counsel & Secretary

  


                                                                     EXHIBIT 1.1




================================================================================

                                 AUTOZONE, INC.

                             (a Nevada corporation)



                           UNDERWRITING AGREEMENT FOR
                                 DEBT SECURITIES


                             Dated: October 16, 2002

================================================================================













                                TABLE OF CONTENTS



                                                                                    PAGE

                                                                                 
SECTION 1.   Representations and Warranties...........................................3
SECTION 2.   Sale and Delivery to Underwriters; Closing..............................10
SECTION 3.   Covenants of the Company................................................11
SECTION 4.   Payment of Expenses.....................................................13
SECTION 5.   Conditions of Underwriters' Obligations.................................14
SECTION 6.   Indemnification.........................................................16
SECTION 7.   Contribution............................................................18
SECTION 8.   Representations, Warranties and Agreements to Survive Delivery..........20
SECTION 9.   Termination.............................................................20
SECTION 10.  Default by One or More of the Underwriters..............................21
SECTION 11.  Notices.................................................................21
SECTION 12.  Parties.................................................................22
SECTION 13.  Governing Law and Time..................................................22
SECTION 14.  Effect of Headings......................................................22




                                       i




                                 AUTOZONE, INC.

                             (a Nevada corporation)



                             UNDERWRITING AGREEMENT
                               FOR DEBT SECURITIES

                                                                October 16, 2002

J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

         AutoZone, Inc., a Nevada corporation (the "Company"), proposes to issue
and sell up to $500,000,000 aggregate initial public offering price of its
senior or subordinated debt securities (the "Securities"), from time to time, in
or pursuant to one or more offerings on terms to be determined at the time of
sale.

         The Securities will be issued in one or more series as senior
indebtedness (the "Senior Debt Securities") under an indenture (the "Senior
Indenture"), between the Company and Bank One Trust Company, N.A. (as successor
in interest to The First National Bank of Chicago), as trustee (the "Senior
Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities")
under an indenture (the "Subordinated Indenture," and collectively with the
Senior Indenture, the "Indentures," and each, an "Indenture"), between the
Company and Bank One Trust Company, N.A. (as successor in interest to The First
National Bank of Chicago), as trustee (the "Subordinated Trustee", and
collectively with the Senior Trustee, the "Trustees" and each, a "Trustee").
Each series of Securities may vary, as applicable, as to title, aggregate
principal amount, rank, interest rate or formula and timing of payments thereof,
stated maturity date, redemption and/or repayment provisions, sinking fund
requirements, conversion provisions and any other variable terms established by
or pursuant to the applicable Indenture.

         Whenever the Company determines to make an offering of Securities
through J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (together, the "Representatives"), or through an underwriting
syndicate managed by the Representatives, the Company will enter into an
agreement (each, a "Terms Agreement") providing for the sale of such Securities
to, and the purchase and offering thereof by, the Representatives and such other
underwriters, if any, selected by the Representatives (the "Underwriters," which
term shall include the Representatives, whether acting as the only Underwriters
or as members of an







underwriting syndicate, as well as any Underwriter substituted pursuant to
Section 10 hereof). The Terms Agreement relating to the offering of Securities
shall specify the number or aggregate principal amount, as the case may be, of
Securities to be initially issued (the "Underwritten Securities"), the name of
each Underwriter participating in such offering (subject to substitution as
provided in Section 10 hereof) and the name of any Underwriter other than the
Representatives acting as co-manager in connection with such offering, the
number or aggregate principal amount, as the case may be, of Underwritten
Securities which each such Underwriter severally agrees to purchase, whether
such offering is on a fixed or variable price basis and, if on a fixed price
basis, the initial offering price, the price at which the Underwritten
Securities are to be purchased by the Underwriters, the form, time, date and
place of delivery and payment of the Underwritten Securities and any other
material variable terms of the Underwritten Securities. The Terms Agreement,
which shall be substantially in the form of Exhibit A hereto, may take the form
of an exchange of any standard form of written telecommunication between the
Company and the Representatives, acting for themselves and, if applicable, as
representatives of any other Underwriters. Each offering of Underwritten
Securities through the Representatives as the only Underwriters or through an
underwriting syndicate managed by the Representatives will be governed by this
Underwriting Agreement, as supplemented by the applicable Terms Agreement.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-100205) for the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), and the offering thereof from time to time in accordance with Rule
415 of the rules and regulations of the Commission under the 1933 Act (the "1933
Act Regulations"). Such registration statement has been declared effective by
the Commission and each Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and the Company has filed
such post-effective amendments thereto as may be required prior to the execution
of the applicable Terms Agreement and each such post-effective amendment has
been declared effective by the Commission. Such registration statement (as so
amended, if applicable), including the information, if any, deemed to be a part
thereof pursuant to Rule 430A(b) of the 1933 Act Regulations (the "Rule 430A
Information") or Rule 434(d) of the 1933 Act Regulations (the "Rule 434
Information"), is referred to herein as the "Registration Statement"; and the
final prospectus and the final prospectus supplement relating to the offering of
the Underwritten Securities, in the form first furnished to the Underwriters by
the Company for use in connection with the offering of the Underwritten
Securities, are collectively referred to herein as the "Prospectus"; provided,
however, that all references to the "Registration Statement" and the
"Prospectus" shall also be deemed to include all documents incorporated therein
by reference pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), prior to the execution of the applicable Terms Agreement; provided,
further, that if the Company files a registration statement with the Commission
pursuant to Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b)
Registration Statement"), then, after such filing, all references to
"Registration Statement" shall also be deemed to include the Rule 462
Registration Statement; and provided, further, that if the Company elects to
rely upon Rule 434 of the 1933 Act Regulations, then all references to
"Prospectus" shall also be deemed to include the final or preliminary prospectus
and the applicable term sheet or abbreviated term sheet (the "Term Sheet"), as
the case may be, in the form first furnished to the Underwriters by the Company
in reliance upon Rule 434 of the 1933 Act Regulations, and all references in
this Underwriting Agreement to the date of the Prospectus shall mean the date of
the Term Sheet. A "preliminary prospectus" shall be deemed


                                       2



to refer to any prospectus used before the Registration Statement became
effective and any prospectus that omitted, as applicable, the Rule 430A
Information, the Rule 434 Information or other information to be included upon
pricing in a form of prospectus filed with the Commission pursuant to Rule
424(b) of the 1933 Act Regulations and was used after such effectiveness and
prior to the execution and delivery of the applicable Terms Agreement. For
purposes of this Underwriting Agreement, all references to the Registration
Statement, Prospectus, Term Sheet or preliminary prospectus or to any amendment
or supplement to any of the foregoing shall be deemed to include any copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

         All references in this Underwriting Agreement to financial statements
and schedules and other information which is "contained," "included" or "stated"
(or other references of like import) in the Registration Statement, Prospectus
or preliminary prospectus shall be deemed to mean and include all such financial
statements and schedules and other information which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be, prior to the execution of the applicable Terms Agreement;
and all references in this Underwriting Agreement to amendments or supplements
to the Registration Statement, Prospectus or preliminary prospectus shall be
deemed to mean and include the filing of any document under the 1934 Act which
is incorporated by reference in the Registration Statement, Prospectus or
preliminary prospectus, as the case may be, after the execution of the
applicable Terms Agreement.

         SECTION 1.        Representations and Warranties.

         (a)      Representations and Warranties by the Company. The Company
represents and warrants to the Representatives, as of the date hereof, and to
each Underwriter named in the applicable Terms Agreement, as of the date
thereof, as of the Closing Time (as defined below) and, if applicable, as of
each Date of Delivery (as defined below) (in each case, a "Representation
Date"), as follows:

                  (i)      Compliance with Registration Requirements. The
         Company meets the requirements for use of Form S-3 under the 1933 Act.
         The Registration Statement (including any Rule 462(b) Registration
         Statement) has become effective under the 1933 Act and no stop order
         suspending the effectiveness of the Registration Statement (or such
         Rule 462(b) Registration Statement) has been issued under the 1933 Act
         and no proceedings for that purpose have been instituted or are pending
         or, to the knowledge of the Company, are contemplated by the
         Commission, and any request on the part of the Commission for
         additional information has been complied with. In addition, each
         Indenture has been duly qualified under the 1939 Act.

                  At the respective times the Registration Statement (including
         any Rule 462(b) Registration Statement) and any post-effective
         amendments thereto (including the filing of the Company's most recent
         Annual Report on Form 10-K with the Commission (the "Annual Report on
         Form 10-K")) became effective and at each Representation Date, the
         Registration Statement (including any Rule 462(b) Registration
         Statement) and any amendments thereto complied and will comply in all
         material respects with the requirements of the 1933 Act and the 1933
         Act Regulations and the 1939 Act and the


                                       3



         rules and regulations of the Commission under the 1939 Act (the "1939
         Act Regulations") and did not and will not contain an untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading. At the date of the Prospectus, at the Closing Time and at
         each Date of Delivery, if any, neither the Prospectus nor any
         amendments and supplements thereto included or will include an untrue
         statement of a material fact or omitted or will omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.
         If the Company elects to rely upon Rule 434 of the 1933 Act
         Regulations, the Company will comply with the requirements of Rule 434.
         Notwithstanding the foregoing, the representations and warranties in
         this subsection shall not apply to statements in or omissions from the
         Registration Statement or the Prospectus made in reliance upon and in
         conformity with information furnished to the Company in writing by any
         Underwriter through the Representatives expressly for use in the
         Registration Statement or the Prospectus.

                  Each preliminary prospectus and prospectus filed as part of
         the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus and the Prospectus
         delivered to the Underwriters for use in connection with the offering
         of Underwritten Securities will, at the time of such delivery, be
         identical to any electronically transmitted copies thereof filed with
         the Commission pursuant to EDGAR, except to the extent permitted by
         Regulation S-T.

                  (ii)     Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectus, when they became effective or at the time they were
         or hereafter are filed with the Commission, complied and will comply in
         all material respects with the requirements of the 1934 Act and the
         rules and regulations of the Commission thereunder (the "1934 Act
         Regulations") and, when read together with the other information in the
         Prospectus, at the date of the Prospectus, at the Closing Time and at
         each Date of Delivery, if any, did not and will not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (iii)    Independent Accountants. The accountants who
         certified the financial statements and any supporting schedules thereto
         included in the Registration Statement and the Prospectus are
         independent public accountants as required by the 1933 Act and the 1933
         Act Regulations.

                  (iv)     Financial Statements. The financial statements of the
         Company included in the Registration Statement and the Prospectus,
         together with the related schedules and notes, as well as those
         financial statements, schedules and notes of any other entity included
         therein, present fairly the financial position of the Company and its
         consolidated subsidiaries, or such other entity, as the case may be, at
         the dates indicated and the statement of operations, stockholders'
         equity and cash flows of the Company and its


                                       4



         consolidated subsidiaries, or such other entity, as the case may be,
         for the periods specified. Such financial statements have been prepared
         in conformity with generally accepted accounting principles ("GAAP")
         applied on a consistent basis throughout the periods involved. The
         supporting schedules, if any, included in the Registration Statement
         and the Prospectus present fairly in accordance with GAAP the
         information required to be stated therein. The selected financial data
         included in the Prospectus present fairly the information shown therein
         and have been compiled on a basis consistent with that of the audited
         financial statements included in the Registration Statement and the
         Prospectus.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the financial condition,
         earnings, management or business affairs, or any development involving
         a prospective material adverse change in the financial condition,
         earnings, management or business affairs, of the Company and its
         subsidiaries considered as one enterprise, whether or not arising in
         the ordinary course of business (a "Material Adverse Effect"), (B)
         there have been no transactions entered into by the Company or any of
         its subsidiaries, other than those arising in the ordinary course of
         business, which are material with respect to the Company and its
         subsidiaries considered as one enterprise and (C) there has been no
         dividend or distribution of any kind declared, paid or made by the
         Company on any class of its capital stock.

                  (vi)     Good Standing of the Company. The Company has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the State of Nevada and has corporate power
         and authority to own, lease and operate its properties and to conduct
         its business as described in the Prospectus and to enter into and
         perform its obligations under, or as contemplated under, this
         Underwriting Agreement and the applicable Terms Agreement. The Company
         is duly qualified as a foreign corporation to transact business and is
         in good standing in each other jurisdiction in which such qualification
         is required, whether by reason of the ownership or leasing of property
         or the conduct of business, except where the failure to so qualify or
         be in good standing would not result in a Material Adverse Effect.

                  (vii)    Good Standing of Subsidiaries. Each "significant
         subsidiary" of the Company (as such term is defined in Rule 1-02 of
         Regulation S-X promulgated under the 1933 Act) (each, a "Subsidiary"
         and, collectively, the "Subsidiaries"), if any, has been duly organized
         and is validly existing as a corporation or limited partnership in good
         standing under the laws of the jurisdiction of its incorporation, has
         corporate or partnership power and authority to own, lease and operate
         its properties and to conduct its business as described in the
         Prospectus and is duly qualified as a foreign corporation or
         partnership, as the case may be, to transact business and is in good
         standing in each jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure to so qualify or be in
         good standing would not result in a Material Adverse Effect. Except as
         otherwise stated in the Registration Statement and the Prospectus, all
         of the issued and outstanding capital stock or partnership interests of
         each Subsidiary has been duly authorized and is


                                       5



         validly issued, fully paid and non-assessable and is owned by the
         Company, directly or through subsidiaries (with the exception of the
         preferred stock of AutoZone Development Corporation of which the
         Company owns, directly and indirectly, 1,082 shares and others own 118
         shares), free and clear of any security interest, mortgage, pledge,
         lien, encumbrance, claim or equity. None of the outstanding shares of
         capital stock or partnership interest of any Subsidiary was issued in
         violation of preemptive or other similar rights of any securityholder
         of such Subsidiary.

                  (viii)   Capitalization. If the Prospectus contains a
         "Capitalization" section, the stockholders' equity and the consolidated
         short-term and long-term debt of the Company is as set forth in the
         column entitled "Actual" under such section (except for (A) subsequent
         issuances thereof, if any, contemplated under this Underwriting
         Agreement, (B) pursuant to reservations, agreements or employee benefit
         plans referred to or incorporated by reference in the Prospectus, (C)
         repurchases of shares of common stock, par value $0.01 per share, of
         the Company under its previously announced stock repurchase program,
         (D) pursuant to the exercise of convertible securities or options
         referred to or incorporated by reference in the Prospectus and (E)
         increases not in excess of $50 million in the aggregate in consolidated
         long-term debt). Such shares of capital stock have been duly authorized
         and validly issued by the Company and are fully paid and
         non-assessable, and none of such shares of capital stock was issued in
         violation of preemptive or other similar rights of any securityholder
         of the Company.

                  (ix)     Authorization of this Underwriting Agreement and
         Terms Agreement. This Underwriting Agreement has been, and the
         applicable Terms Agreement as of the date thereof will have been, duly
         authorized, executed and delivered by the Company.

                  (x)      Authorization of the Securities. The Underwritten
         Securities have been, or as of the date of such Terms Agreement will
         have been, duly authorized by the Company for issuance and sale
         pursuant to this Underwriting Agreement and such Terms Agreement. Such
         Underwritten Securities, when issued and authenticated in the manner
         provided for in the applicable Indenture and delivered against payment
         of the consideration therefor specified in such Terms Agreement, will
         constitute valid and binding obligations of the Company enforceable
         against the Company in accordance with their terms, except as the
         enforcement thereof may be limited by bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally or by general equitable
         principles (regardless of whether enforcement is considered in a
         proceeding in equity or at law), and except further as enforcement
         thereof may be limited by requirements that a claim with respect to any
         Securities payable in a foreign or composite currency (or a foreign or
         composite currency judgment in respect of such claim) be converted into
         U.S. dollars at a rate of exchange prevailing on a date determined
         pursuant to applicable law or by governmental authority to limit, delay
         or prohibit the making of payments outside the United States. Such
         Underwritten Securities will be in the form contemplated by, and each
         registered holder thereof is entitled to the benefits of, the
         applicable Indenture.


                                       6



                  (xi)     Authorization of the Indentures. Each applicable
         indenture has been, or prior to the issuance of the Debt Securities
         thereunder will have been, duly authorized, executed and delivered by
         the Company and, upon such authorization, execution and delivery, will
         constitute a valid and binding agreement of the Company enforceable
         against the Company in accordance with its terms, except as the
         enforcement thereof may be limited by bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally or by general equitable
         principles (regardless of whether enforcement is considered in a
         proceeding in equity or at law).

                  (xii)    Descriptions of the Underwritten Securities and
         Indentures. The Underwritten Securities being sold pursuant to the
         applicable Terms Agreement and each applicable Indenture, as of each
         Representation Date, conform in all material respects to the statements
         relating thereto contained in the Prospectus and are in substantially
         the form filed or incorporated by reference, as the case may be, as an
         exhibit to the Registration Statement.

                  (xiii)   Absence of Defaults and Conflicts. Neither the
         Company nor any of its Subsidiaries is (a) in violation of its charter
         or by-laws, (b) in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which the Company or any of
         its Subsidiaries is a party or by which it or any of them may be bound,
         or to which any of the assets, properties or operations of the Company
         or any of its Subsidiaries is subject (collectively, "Agreements and
         Instruments"), except for such defaults that would not result in a
         Material Adverse Effect or (c) in violation of any applicable law,
         statute, rule, regulation, judgment, order, writ or decree of any
         government, government instrumentality or court, domestic or foreign,
         having jurisdiction over the Company or any of its Subsidiaries or any
         of their assets, properties or operations, except for violations that
         would not result in a Material Adverse Effect. The execution, delivery
         and performance of this Underwriting Agreement, the applicable Terms
         Agreement and each applicable Indenture and any other agreement or
         instrument entered into or issued or to be entered into or issued by
         the Company in connection with the transactions contemplated hereby or
         thereby or in the Registration Statement and the Prospectus and the
         consummation of the transactions contemplated herein and in the
         Registration Statement and the Prospectus (including the issuance and
         sale of the Underwritten Securities and the use of the proceeds from
         the sale of the Underwritten Securities as described under the caption
         "Use of Proceeds") and compliance by the Company with its obligations
         hereunder and thereunder have been duly authorized by all necessary
         corporate action and do not and will not, whether with or without the
         giving of notice or passage of time or both, (i) conflict with or
         constitute a breach of, or default or Repayment Event (as defined
         below) under, or (ii) result in the creation or imposition of any lien,
         charge or encumbrance upon any assets, properties or operations of the
         Company or any of its Subsidiaries pursuant to, any Agreements and
         Instruments, nor will such action result in any violation of (a) the
         provisions of the charter or by-laws of the Company or any of its
         Subsidiaries or (b) any applicable law, statute, rule, regulation,
         judgment, order, writ or decree of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction over
         the Company or


                                       7



         any of its Subsidiaries or any of their assets, properties or
         operations. As used herein, a "Repayment Event" means any event or
         condition which gives the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment of all or
         a portion of such indebtedness by the Company or any of its
         subsidiaries.

                  (xiv)    Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or to
         the knowledge of the Company threatened, against or affecting the
         Company or any of its subsidiaries which is required to be disclosed in
         the Registration Statement and the Prospectus (other than as stated
         therein), or which might reasonably be expected to result in a Material
         Adverse Effect, or which might reasonably be expected to materially and
         adversely affect the assets, properties or operations thereof or the
         consummation of the transactions contemplated under the Prospectus,
         this Underwriting Agreement, the applicable Terms Agreement or any
         applicable Indenture, or the performance by the Company of its
         obligations hereunder and thereunder. The aggregate of all pending
         legal or governmental proceedings to which the Company or any of its
         subsidiaries is a party or of which any of their respective assets,
         properties or operations is the subject which are not described in the
         Registration Statement and the Prospectus, including ordinary routine
         litigation incidental to the business, could not reasonably be expected
         to result in a Material Adverse Effect.

                  (xv)     Accuracy of Exhibits. There are no contracts or
         documents which are required to be described in the Registration
         Statement, the Prospectus or the documents incorporated by reference
         therein or to be filed as exhibits thereto which have not been so
         described and filed as required.

                  (xvi)    Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency, domestic or foreign, is necessary or required for the due
         authorization, execution and delivery by the Company of this
         Underwriting Agreement or the applicable Terms Agreement or for the
         performance by the Company of the transactions contemplated under the
         Prospectus, this Underwriting Agreement, such Terms Agreement or any
         applicable Indenture, except such as have been already made, obtained
         or rendered, as applicable.

                  (xvii)   Possession of Intellectual Property. The Company and
         its subsidiaries own or possess, or can acquire on reasonable terms,
         adequate patents, patent rights, licenses, inventions, copyrights,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, and neither the Company
         nor any of its subsidiaries has received any written notice or is
         otherwise aware of any infringement of or conflict with asserted rights
         of others with respect to any Intellectual Property or of any facts or
         circumstances which would render any Intellectual Property invalid or
         inadequate to protect the interest of the Company or any of its
         subsidiaries therein, and which infringement or conflict (if the
         subject of any


                                       8



         unfavorable decision, ruling or finding) or invalidity or inadequacy,
         singly or in the aggregate, would result in a Material Adverse Effect.

                  (xviii)  Title to Property. The Company and its subsidiaries
         have good and marketable title to all real property owned by the
         Company and its subsidiaries and good title to all other properties
         owned by them, in each case, free and clear of all mortgages, pledges,
         liens, security interests, claims, restrictions or encumbrances of any
         kind, except (A) as otherwise stated in the Registration Statement and
         the Prospectus or (B) those which do not, singly or in the aggregate,
         materially affect the value of such property and do not interfere with
         the use made and proposed to be made of such property by the Company or
         any of its subsidiaries. All of the leases and subleases material to
         the business of the Company and its subsidiaries considered as one
         enterprise, and under which the Company or any of its subsidiaries
         holds properties described in the Prospectus, are in full force and
         effect, and neither the Company nor any of its subsidiaries has
         received any written notice of any claim of any sort that has been
         asserted by anyone adverse to the rights of the Company or any of its
         subsidiaries under any of the leases or subleases mentioned above, or
         affecting or questioning the rights of the Company or such subsidiary
         of the continued possession of the leased or subleased premises under
         any such lease or sublease where such claim or claims, individually or
         in the aggregate, would result in a Material Adverse Effect.

                  (xix)    Investment Company Act. The Company is not, and upon
         the issuance and sale of the Underwritten Securities as herein
         contemplated and the application of the net proceeds therefrom as
         described in the Prospectus will not be, an "investment company" within
         the meaning of the Investment Company Act of 1940, as amended (the
         "1940 Act").

                  (xx)     Environmental Laws. Except as otherwise stated in the
         Registration Statement and the Prospectus and except as would not,
         singly or in the aggregate, result in a Material Adverse Effect, (A)
         neither the Company nor any of its subsidiaries is in violation of any
         federal, state, local or foreign statute, law, rule, regulation,
         ordinance, code, policy or rule of common law or any judicial or
         administrative interpretation thereof including any judicial or
         administrative order, consent, decree or judgment, relating to
         pollution or protection of human health, the environment (including,
         without limitation, ambient air, surface water, groundwater, land
         surface or subsurface strata) or wildlife, including, without
         limitation, laws and regulations relating to the release or threatened
         release of chemicals, pollutants, contaminants, wastes, toxic
         substances, hazardous substances, petroleum or petroleum products
         (collectively, "Hazardous Materials") or to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport
         or handling of Hazardous Materials (collectively, "Environmental
         Laws"), (B) the Company and its subsidiaries have all permits,
         authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or threatened, to the Company's knowledge,
         administrative, regulatory or judicial actions, suits, demands, demand
         letters, claims, liens, notices of noncompliance or violation,
         investigation or proceedings relating to any Environmental Law against
         the Company or any of its subsidiaries and (D) there are no events or
         circumstances that might reasonably be expected to form the basis of an


                                       9



         order for clean-up or remediation, or an action, suit or proceeding by
         any private party or governmental body or agency, against or affecting
         the Company or any of its subsidiaries relating to Hazardous Materials
         or any Environmental Laws.

         (b)      Officers' Certificates. Any certificate signed by any officer
         of the Company or any of its subsidiaries and delivered to any
         Underwriter or to counsel to the Underwriters in connection with the
         offering of the Underwritten Securities and dated a Representation Date
         shall be deemed a representation and warranty by the Company to each
         Underwriter as to the matters covered thereby on such Representation
         Date.

                  SECTION 2.        Sale and Delivery to Underwriters; Closing.

         (a)      Underwritten Securities. The several commitments of the
Underwriters to purchase the Underwritten Securities pursuant to the applicable
Terms Agreement shall be deemed to have been made on the basis of the
representations, warranties and agreements herein contained and shall be subject
to the terms and conditions herein set forth.

         (b)      Payment. Payment of the purchase price for, and delivery of,
the Underwritten Securities shall be made at the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, New York 10017 or at such other place
as shall be agreed upon by the Representatives and the Company, at 10:00 A.M.
(New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(New York City time) on any given day) business day after the date of the
applicable Terms Agreement (unless postponed in accordance with the provisions
of Section 10 hereof), or such other time not later than ten business days after
such date as shall be agreed upon by the Representatives and the Company (such
time and date of payment and delivery being herein called "Closing Time").

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of the
Underwritten Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Underwritten Securities which it has severally agreed to purchase. The
Representatives, each individually and not as representatives of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Underwritten Securities to be purchased by any Underwriter whose
funds have not been received by the Closing Time or the relevant Date of
Delivery, as the case may be, but such payment shall not relieve such
Underwriter from its obligations hereunder.

         (c)      Denominations; Registration. The Underwritten Securities or
certificates for the Underwritten Securities, as applicable, shall be in such
denominations and registered in such names as the Representatives may request in
writing at least one full business day prior to the Closing Time or the relevant
Date of Delivery, as the case may be. The Underwritten Securities or
certificates for the Underwritten Securities, as applicable, will be made
available for examination and packaging by the Representatives in The City of
New York not later than 2:00 P.M. (New York City time) on the business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be.



                                       10



                  SECTION 3. Covenants of the Company. The Company covenants
with the Representatives and with each Underwriter participating in the offering
of Underwritten Securities, as follows:

         (a)      Compliance with Securities Regulations and Commission
Requests. The Company, subject to Section 3(b), will comply with the
requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the
1933 Act Regulations, if and as applicable, and will notify the
Representative(s) immediately, and confirm the notice in writing, of (i) the
effectiveness of any post-effective amendment to the Registration Statement or
the filing of any supplement or amendment to the Prospectus, (ii) the receipt of
any comments from the Commission, (iii) any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, and (iv) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the Underwritten
Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes. The Company will
promptly effect the filings necessary pursuant to Rule 424 and will take such
steps as it deems necessary to ascertain promptly whether the Prospectus
transmitted for filing under Rule 424 was received for filing by the Commission
and, in the event that it was not, it will promptly file the Prospectus. The
Company will make every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.

         (b)      Filing of Amendments. The Company will give the
Representatives notice of its intention to file or prepare any amendment to the
Registration Statement (including any filing under Rule 462(b) of the 1933 Act
Regulations), any Term Sheet or any amendment, supplement or revision to either
the prospectus included in the Registration Statement at the time it became
effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act
or otherwise, will furnish the Representatives with copies of any such documents
a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file or use any such document to which the Representatives
or counsel to the Underwriters shall object. To the extent the distribution of
Underwritten Securities has been completed, the Company will not be required to
provide the Representatives with reports it is required to file with the
Commission under the 1934 Act.

         (c)      Delivery of Registration Statements. The Company has furnished
or will deliver to the Representatives and counsel to the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, and will also deliver to the Representatives, without charge, a
conformed copy of the Registration Statement as originally filed and of each
amendment thereto (without exhibits) for each of the Underwriters. The
Registration Statement and each amendment thereto furnished to the Underwriters
will be identical to any electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.

         (d)      Delivery of Prospectuses. The Company will deliver to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter may reasonably


                                       11



request, and the Company hereby consents to the use of such copies for purposes
permitted by the 1933 Act. The Company will furnish to each Underwriter, without
charge, during the period when the Prospectus is required to be delivered under
the 1933 Act or the 1934 Act, such number of copies of the Prospectus as such
Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to any
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

         (e)      Continued Compliance with Securities Laws. The Company will
comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the
1934 Act Regulations so as to permit the completion of the distribution of the
Underwritten Securities as contemplated in this Underwriting Agreement and the
applicable Terms Agreement and in the Registration Statement and the Prospectus.
If at any time when the Prospectus is required by the 1933 Act or the 1934 Act
to be delivered in connection with sales of the Securities, any event shall
occur or condition shall exist as a result of which it is necessary, in the
reasonable opinion of outside counsel to the Underwriters or for the Company, to
amend the Registration Statement in order that the Registration Statement will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or to amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the reasonable opinion
of such outside counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the
Company will furnish to the Underwriters, without charge, such number of copies
of such amendment or supplement as the Underwriters may reasonably request.

         (f)      Blue Sky Qualifications. The Company will use its best
efforts, in cooperation with the Underwriters, to qualify the Underwritten
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions (domestic or foreign) as the Representatives may
designate and to maintain such qualifications in effect for a period of not less
than one year from the date of the applicable Terms Agreement; provided,
however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. In each jurisdiction in which the Underwritten
Securities have been so qualified, the Company will file such statements and
reports as may be required by the laws of such jurisdiction to continue such
qualification in effect for a period of not less than one year from the date of
such Terms Agreement.

         (g)      Earnings Statement. The Company will timely file such reports
pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the
purposes of, and to provide the benefits contemplated by, the last paragraph of
Section 11 (a) of the 1933 Act.



                                       12



         (h)      Use of Proceeds. The Company will use the net proceeds
received by it from the sale of the Underwritten Securities in the manner
specified in the Prospectus under "Use of Proceeds".

         (i)      Listing. The Company will use its reasonable efforts to effect
the listing of the Underwritten Securities, prior to the Closing Time, on any
national securities exchange or quotation system if and as specified in the
applicable Terms Agreement.

         (j)      Restriction on Sale of Securities. Between the date of the
applicable Terms Agreement and the Closing Time or such other date specified in
such Terms Agreement, the Company will not, without the prior written consent of
the Representatives, directly or indirectly, issue, sell, offer or contract to
sell, grant any option for the sale of, or otherwise dispose of, the securities
specified in such Terms Agreement.

         (k)      Reporting Requirements. The Company, during the period when
the Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission pursuant to the
1934 Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

                  SECTION 4.        Payment of Expenses.

         (a)      Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Underwriting Agreement or the
applicable Terms Agreement, including (i) the preparation, printing and filing
of the Registration Statement (including financial statements and exhibits) as
originally filed and of each amendment thereto, (ii) the preparation, printing
and delivery to the Underwriters of this Underwriting Agreement, any Terms
Agreement, any Agreement among Underwriters, the Indentures and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of the Underwritten Securities, (iii) the preparation,
issuance and delivery of the Underwritten Securities and any certificates for
the Underwritten Securities, as applicable, to the Underwriters, including any
transfer taxes and any stamp or other duties payable upon the sale, issuance or
delivery of the Underwritten Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors or agents
(including transfer agents and registrars), as well as the fees and
disbursements of the Trustees, and their respective counsel, (v) the
qualification of the Underwritten Securities under state securities laws in
accordance with the provisions of Section 3(f) hereof, including filing fees and
the reasonable fees and disbursements of counsel to the Underwriters in
connection therewith and in connection with the preparation, printing and
delivery of the Blue Sky Survey, and any amendment thereto, (vi) the printing
and delivery to the Underwriters of copies of each preliminary prospectus, any
Term Sheet, and the Prospectus and any amendments or supplements thereto, (vii)
the fees charged by nationally recognized statistical rating organizations for
the rating of the Underwritten Securities, if applicable, (viii) the fees and
expenses incurred with respect to the listing of the Underwritten Securities, if
applicable, (ix) the filing fees incident to, and the reasonable fees and
disbursements of counsel to the Underwriters in connection with, the review, if
any, by the National Association of Securities Dealers, Inc. (the "NASD") of the
terms of the sale of the Underwritten Securities, and (x) the fees and expenses
of any Underwriter acting in the capacity of a "qualified independent
underwriter" (as defined in Section 2(l) of Schedule E of the bylaws of the
NASD), if applicable.


                                       13



Except as set forth in clauses (v) and (ix) of this Section 4(a) or upon
termination of this Underwriting Agreement in accordance with the provisions of
Section 5 or 9(b)(i), the Company shall not be obligated to pay any fees or
disbursements of counsel to the Underwriters.

         (b)      Termination of Agreement. If the applicable Terms Agreement is
terminated by the Representatives in accordance with the provisions of Section 5
or Section 9(b)(i) hereof, the Company shall reimburse the Underwriters for all
of their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel to the Underwriters.

                  SECTION 5.        Conditions of Underwriters' Obligations.
The obligations of the Underwriters to purchase and pay for the Underwritten
Securities pursuant to the applicable Terms Agreement are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company or any of its
subsidiaries delivered pursuant to the provisions hereof, to the performance by
the Company of its covenants and other obligations hereunder, and to the
following further conditions:

         (a)      Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective under the 1933 Act and no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act and no
proceedings for that purpose shall have been instituted or be pending or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. A prospectus containing information
relating to the description of the Underwritten Securities, the specific method
of distribution and similar matters shall have been filed with the Commission in
accordance with Rule 424(b)(1), (2), (3), (4) or (5), as applicable (or any
required post-effective amendment providing such information shall have been
filed and declared effective in accordance with the requirements of Rule 430A),
or, if the Company has elected to rely upon Rule 434 of the 1933 Act
Regulations, a Term Sheet including the Rule 434 Information shall have been
filed with the Commission in accordance with Rule 424(b)(7).

         (b)      Opinions of Counsel to the Company. At Closing Time, the
Representatives shall have received the favorable opinions, dated as of Closing
Time, of (i) Latham & Watkins, counsel to the Company, (ii) Senior Vice
President, General Counsel and Secretary of the Company and (iii) Schreck
Brignone, Nevada counsel to the Company, in form and substance satisfactory to
counsel to the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters, to the effect set forth in Annexes I,
II and III hereto or to the effect set forth as an Exhibit to the applicable
Terms Agreement.

         (c)      Opinion of Counsel to the Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion reasonably
satisfactory to the Underwriters, dated as of Closing Time, of Simpson Thacher &
Bartlett, counsel to the Underwriters, together with signed or reproduced copies
of such letter for each of the other Underwriters. In giving such opinion, such
counsel may rely, as to all matters governed by the laws of jurisdictions other
than the law of the State of New York and the federal law of the United States,
upon the opinions of counsel satisfactory to the Representatives. Such counsel
may also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.


                                       14



         (d)      Officers' Certificate. At Closing Time, there shall not have
been, since the date of the applicable Terms Agreement or since the respective
dates as of which information is given in the Prospectus, any material adverse
change in the financial condition, earnings, management or business affairs, or
any development involving a prospective material adverse change in the financial
condition, earnings, management or business affairs, of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Representatives shall have received a
certificate of the President or a Vice President of the Company and of the chief
financial officer or chief accounting officer of the Company, dated as of
Closing Time, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1(a) are true and
correct with the same force and effect as though expressly made at and as of the
Closing Time, (iii) the Company has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied at or prior to the
Closing Time, and (iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted, are pending or, to the best of such officer's knowledge, are
threatened by the Commission.

         (e)      Accountant's Comfort Letter. At the time of the execution of
the applicable Terms Agreement, the Representatives shall have received from
Ernst & Young LLP a letter dated such date, in form and substance satisfactory
to the Representatives, together with signed or reproduced copies of such letter
for each of the other Underwriters, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

         (f)      Bring-down Comfort Letter. At Closing Time, the
Representatives shall have received from Ernst & Young LLP a letter, dated as of
Closing Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section 5, except that the
specified date referred to shall be a date not more than three business days
prior to the Closing Time.

         (g)      Ratings. At Closing Time and at any relevant Date of
Delivery, the Underwritten Securities shall have the ratings accorded by any
"nationally recognized statistical rating organization" (as defined by the
Commission for purposes of Rule 436(g)(2) of the 1933 Act Regulations) if and as
specified in the applicable Terms Agreement, and the Company shall have
delivered to the Representatives a letter, dated as of such date, from each such
rating organization, or other evidence satisfactory to the Representatives,
confirming that the Underwritten Securities have such ratings. Since the time of
execution of such Terms Agreement, there shall not have occurred a downgrading
in, or withdrawal of, the rating assigned to the Underwritten Securities or any
of the Company's other securities by any such rating organization, and no such
rating organization shall have publicly announced that it has under surveillance
or review its rating of the Underwritten Securities or any of the Company's
other securities.

         (h)      Approval of Listing. At Closing Time, the Underwritten
Securities shall have been approved for listing, subject only to official notice
of issuance, if and as specified in the applicable Terms Agreement.



                                       15



         (i)      No Objection. If the Registration Statement or an offering of
Underwritten Securities has been filed with the NASD for review, the NASD shall
not have raised any objection with respect to the fairness and reasonableness of
the underwriting terms and arrangements.

         (j)      Additional Documents. At Closing Time and at each Date of
Delivery, counsel to the Underwriters shall have been furnished with such
documents and opinions as they may reasonably require for the purpose of
enabling them to pass upon the issuance and sale of the Underwritten Securities
as herein contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of the Underwritten Securities as herein contemplated
shall be reasonably satisfactory in form and substance to the Representatives
and counsel to the Underwriters.

         (k)      Termination of Terms Agreement. If any condition specified in
this Section 5 shall not have been fulfilled when and as required to be
fulfilled, the applicable Terms Agreement may be terminated by the
Representatives by notice to the Company at any time at or prior to the Closing
Time (or such Date of Delivery, as applicable), and such termination shall be
without liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and
remain in full force and effect.

                  SECTION 6.        Indemnification

         (a)      Indemnification of Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), including the
         Rule 430A Information and the Rule 434 Information deemed to be a part
         thereof, if applicable, or the omission or alleged omission therefrom
         of a material fact required to be stated therein or necessary to make
         the statements therein not misleading or arising out of any untrue
         statement or alleged untrue statement of a material fact included in
         any preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto), or the omission or alleged omission therefrom of a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company; and

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by the
         Representatives), reasonably incurred in


                                       16



         investigating, preparing or defending against any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission, to the extent that any such expense is not paid under (i) or
         (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information deemed to be a part thereof, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); and provided further that the Company will not be liable to any
Underwriter with respect to any Preliminary Prospectus to the extent that any
such loss, liability, claim, damage or expense resulted from the fact that such
Underwriter, in contravention of a requirement of this Underwriting Agreement or
applicable law, sold Securities to a person to whom such Underwriter failed to
send or give, at or prior to the Closing Date, a copy of the Final Prospectus,
as then amended or supplemented if (1) the Company has previously furnished
copies thereof, in accordance with Section 3(d) of this Underwriting Agreement
at least 48 hours prior to the Closing Time, to the Underwriters and the loss,
liability, claim, damage or expense of such Underwriter resulted from an untrue
statement or omission of a material fact contained in or omitted from the
Preliminary Prospectus which was corrected in the Final Prospectus as, if
applicable, amended or supplemented prior to the Closing Date and such Final
Prospectus was required by law to be delivered at or prior to the written
confirmation of sale to such person and (2) such failure to give or send such
Final Prospectus by the Closing Date to the party or parties asserting such
loss, liability, claim, damage or expense would have cured the defect giving
rise to such loss, liability, claim, damage or expense.

         (b)      Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information deemed to be a part thereof, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use
in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

         (c)      Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the


                                       17



extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 6(a) above, counsel to the indemnified parties shall be selected by
the Representatives, and, in the case of parties indemnified pursuant to Section
6(b) above, counsel to the indemnified parties shall be selected by the Company.
An indemnifying party may participate at its own expense in the defense of any
such action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

         (d)      Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested in writing an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid written request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
written request prior to the date of such settlement. Notwithstanding the
immediately preceding sentence, if at any time an indemnified party shall have
requested in writing an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel, an indemnifying party shall not be liable for
any settlement of the nature contemplated by Section 6(a)(ii) effected without
its written consent if (x) such indemnifying party reimburses such indemnified
party in accordance with such request to the extent it considers such request to
be reasonable; and (y) such indemnifying party provides written notice to the
indemnified party substantiating the unpaid balance as unreasonable, in each
case prior to the date of such settlement.

                  SECTION 7. Contribution. If the indemnification provided for
in Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Underwriters, on the other hand, from the
offering of the Underwritten Securities pursuant to the applicable Terms
Agreement or (ii) if the allocation provided by clause (i) is not permitted by


                                       18



applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Underwriters, on the other hand, in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the
Underwritten Securities pursuant to the applicable Terms Agreement shall be
deemed to be in the same respective proportions as the total net proceeds from
the offering of such Underwritten Securities (before deducting expenses)
received by the Company and the total underwriting discount received by the
Underwriters, in each case as set forth on the cover of the Prospectus, or, if
Rule 434 is used, the corresponding location on the Term Sheet bear to the
aggregate initial public offering price of such Underwritten Securities as set
forth on such cover.

         The relative fault of the Company, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Underwritten Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11 (f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls



                                       19



the Company within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as the Company. The
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the number or aggregate principal amount, as the
case may be, of Underwritten Securities set forth opposite their respective
names in the applicable Terms Agreement, and not joint.

                  SECTION 8. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements contained in
this Underwriting Agreement or the applicable Terms Agreement or in certificates
of officers of the Company or any of its subsidiaries submitted pursuant hereto
or thereto shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or controlling person,
or by or on behalf of the Company, and shall survive delivery of and payment for
the Underwritten Securities.

                  SECTION 9. Termination

         (a)      Underwriting Agreement. This Underwriting Agreement (excluding
the applicable Terms Agreement) may be terminated for any reason at any time by
the Company or by either of the Representatives upon the giving of 30 days'
prior written notice of such termination to the other parties hereto.

         (b)      Terms Agreement. The Representatives may terminate the
applicable Terms Agreement, by notice to the Company, at any time at or prior to
the Closing Time or any relevant Date of Delivery, if (i) there has been, since
the time of execution of such Terms Agreement or since the respective dates as
of which information is given in the Prospectus, (1) any material adverse change
in the financial condition, earnings, management or business of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (2) any development involving a prospective
material adverse change in or affecting the financial condition, earnings,
management or business of the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus, in any case the
effect of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Underwritten Securities or to enforce
contracts for the sale of the Underwritten Securities, or (ii) there has
occurred any material adverse change in the financial markets in the United
States or, if the Underwritten Securities include Securities denominated or
payable in, or indexed to, one or more foreign or composite currencies, in the
international financial markets, or any outbreak of hostilities or escalation
thereof, a declaration of a national emergency or war by the United States or
other calamity or crisis or any material adverse change or development involving
a prospective material adverse change in national or international political,
financial or economic conditions, in each case the effect of which is such as to
make it, in the judgment of the Representatives, impracticable to market the
Underwritten Securities or to enforce contracts for the sale of the Underwritten
Securities, or (iii) trading in any securities of the Company has been suspended
or materially limited by the Commission or the New York Stock Exchange, or
trading generally on the New York Stock Exchange or the over-the-counter market
has been suspended or materially limited, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices have been required, by
such exchange or by such market or by order of the Commission, the NASD or any
other governmental authority, or (iv) a banking moratorium has been declared by
either Federal or New York authorities or, if the


                                       20



Underwritten Securities include Securities denominated or payable in, or indexed
to, one or more foreign or composite currencies, by the relevant authorities in
the related foreign country or countries or a material disruption shall have
occurred in commercial banking or securities settlement or clearance services in
the United States.

         (c)      Liabilities. If this Underwriting Agreement or the applicable
Terms Agreement is terminated pursuant to this Section 9, such termination shall
be without liability of any party to any other party except as provided in
Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive
such termination and remain in full force and effect.

                  SECTION 10. Default by One or More of the Underwriters. If one
or more of the Underwriters shall fail at the Closing Time or the relevant Date
of Delivery, as the case may be, to purchase the Underwritten Securities which
it or they are obligated to purchase under the applicable Terms Agreement (the
"Defaulted Securities"), then the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

         (a)      if the number or aggregate principal amount, as the case may
be, of Defaulted Securities does not exceed 10% of the number or aggregate
principal amount, as the case may be, of Underwritten Securities to be purchased
on such date pursuant to such Terms Agreement, the non-defaulting Underwriters
shall be obligated, severally and not jointly, to purchase the full amount
thereof in the proportions that their respective underwriting obligations under
such Terms Agreement bear to the underwriting obligations of all non-defaulting
Underwriters, or

         (b)      if the number or aggregate principal amount, as the case may
be, of Defaulted Securities exceeds 10% of the number or aggregate principal
amount, as the case may be, of Underwritten Securities to be purchased on such
date pursuant to such Terms Agreement, such Terms Agreement shall terminate
without liability on the part of any non-defaulting Underwriter.

                  No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

                  In the event of any such default which does not result in a
termination of the applicable Terms Agreement, either the Representatives or the
Company shall have the right to postpone the Closing Time or the relevant Date
of Delivery, as the case may be, for a period not exceeding seven days in order
to effect any required changes in the Registration Statement or the Prospectus
or in any other documents or arrangements.

                  SECTION 11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives c/o J.P. Morgan Securities
Inc., 270 Park Avenue, New York, New York 10017, attention: Transaction
Execution Group, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, World
Financial Center, North Tower, New York, New York 10281-1201, attention: A.
Scott LeMone,


                                       21



Managing Director; and notices to the Company shall be directed to it at 123
South Front Street, Memphis, Tennessee 38103, attention: Harry L. Goldsmith,
Esq., Senior Vice President, General Counsel & Secretary.

                  SECTION 12. Parties. This Underwriting Agreement and the
applicable Terms Agreement shall each inure to the benefit of and be binding
upon the Company, the Representatives and, upon execution of such Terms
Agreement, any other Underwriters and their respective successors. Nothing
expressed or mentioned in this Underwriting Agreement or such Terms Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters and the Company and their respective successors and the
controlling persons and officers and directors referred to in Sections 6 and 7
and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Underwriting Agreement or such Terms
Agreement or any provision herein or therein contained. This Underwriting
Agreement and such Terms Agreement and all conditions and provisions hereof and
thereof are intended to be for the sole and exclusive benefit of the parties
hereto and thereto and their respective successors, and said controlling persons
and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of
Underwritten Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.

                  SECTION 13. Governing Law and Time. THIS UNDERWRITING
AGREEMENT AND ANY APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.

                  SECTION 14. Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


                                       22




         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Underwriting Agreement, along with all counterparts, will become a binding
agreement between the Representatives and the Company in accordance with its
terms.

                                     Very truly yours,

                                     AUTOZONE, INC.


                                     By:  /s/ Michael G. Archibold
                                          --------------------------------------
                                          Name:  Michael G. Archibold
                                          Title: Senior Vice President &
                                                 Chief Financial Officer


                                     By:  /s/ James A. Cook, III
                                          --------------------------------------
                                          Name:  James A. Cook, III
                                          Title: Vice President & Treasurer





CONFIRMED AND ACCEPTED,
as of the date first above written:


J.P. MORGAN SECURITIES INC.


By:  /s/ Carl J. Mehldau Jr.
    --------------------------------------
         Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED


By:  /s/ A. Scott Lemone
    --------------------------------------
         Authorized Signatory



                                       23


                                                                       Exhibit A

                                 AUTOZONE, INC.
                             (a Nevada corporation)

                                 Debt Securities


                                 TERMS AGREEMENT

                                                                ________, 200_

To:      AutoZone, Inc.
         123 South Front Street
         Memphis, Tennessee 38103

Ladies and Gentlemen:

                  We understand that AutoZone, Inc., a Nevada corporation (the
"Company"), proposes to issue and sell [$__________ aggregate principal amount
of its [senior] [subordinated] debt securities (the "Securities")] ([such
securities also being hereinafter referred to as] the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, we [the underwriters named below (the "Underwriters")] offer
to purchase [, severally and not jointly,] the [principal amount of]
Underwritten Securities [opposite their names set forth below] at the purchase
price set forth below.


                               [Principal Amount]
- --------------------------------------------------------------------------------
Underwriter                                           of Underwritten Securities

Total
                                                       ----------
                                                       [$]

           The Underwritten Securities shall have the following terms:

Title:

Ranking:

Ratings:

Aggregate principal amount:

Denominations:

Currency of payment:

                                      A-1




Interest rate or formula:

Interest payment dates:

Regular record dates:

Stated maturity date:

Redemption provisions:

Sinking fund requirements:

Conversion provisions:

Listing requirements:

Restriction on sale of Securities:

Type of offering:  [Fixed] [Variable] price offering

Initial public offering price per Security (if fixed price offering): ____ % of
the principal amount, plus accrued interest [and amortized original issue
discount], if any, from __________.

Purchase price per Security payable by Underwriters: _____ % of principal
amount, plus accrued interest [and amortized original issue discount], if any,
from __________.

Form:

Other terms and conditions:

Closing Time and location:



                                      A-2




                  Please accept this offer no later than ______ P.M. (New York
City time) on _____________ by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.

                                        Very truly yours,


                                        J.P. MORGAN SECURITIES INC.


                                        By:
                                             ----------------------------------
                                                    Authorized Signatory


                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                    INCORPORATED


                                        By:
                                             ---------------------------------
                                                    Authorized Signatory


                                        [Acting on behalf of themselves and the
                                             other named Underwriters.]


Accepted:

AUTOZONE, INC.

By:
   ---------------------------------
      Name:
      Title:


By:
   ---------------------------------
      Name:
      Title:


                                      A-3



                                                                     EXHIBIT 1.2



                                 AUTOZONE, INC.
                             (a Nevada corporation)

                                 Debt Securities

                                 TERMS AGREEMENT

                                                                October 16, 2002

To:      AutoZone, Inc.
         123 South Front Street
         Memphis, Tennessee 38103

Ladies and Gentlemen:

                  We understand that AutoZone, Inc., a Nevada corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of its senior debt securities (such securities also being hereinafter referred
to as the "Underwritten Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the principal
amount of Underwritten Securities opposite their names set forth below at the
purchase price set forth below.



                                                                    Principal Amount
Underwriter                                                    of Underwritten Securities
- -----------                                                    --------------------------
                                                            
J.P. Morgan Securities Inc. ................................        $ 90,000,000
Merrill Lynch, Pierce Fenner & Smith .......................          90,000,000
            Incorporated
Banc of America Securities LLC .............................          16,140,000
Fleet Securities, Inc. .....................................          16,140,000
Salomon Smith Barney Inc. ..................................          16,140,000
SunTrust Capital Markets, Inc. .............................          16,140,000
Wachovia Securities, Inc. ..................................          16,140,000
Banc One Capital Markets, Inc. .............................           3,930,000
BNP Paribas Securities Corp. ...............................           3,930,000
BNY Capital Markets, Inc. ..................................           3,930,000
Bear, Stearns & Co. Inc. ...................................           3,930,000
Fifth Third Securities, Inc. ...............................           3,930,000
First Tennessee Securities Corporation, ....................           3,930,000
   a Subsidiary of First Tennessee Bank, N.A.
Goldman, Sachs & Co. .......................................           3,930,000
McDonald Investments Inc. ..................................           3,930,000
Morgan Keegan & Company, Inc. ..............................           3,930,000
NatCity Investments, Inc. ..................................           3,930,000
                                                                    ------------

Total ......................................................        $300,000,000
                                                                    ============





                  The Underwritten Securities shall have the following terms:


                                 
Title:                              5.875% Senior Notes due 2012

Ranking:.                           Senior and unsecured

Ratings:.                           Baa2/BBB+

Aggregate principal amount:         $300,000,000

Denominations:                      $1,000 and integral multiples of $1,000

Currency of payment:                U.S. Dollars

Interest rate or formula:           5.875%

Interest payment dates:             April 15 and October 15

Regular record dates:               April 1 and October 1

Stated maturity date:               October 15, 2012

Redemption provisions:              The Underwritten Securities will be redeemable, in whole at any time or in
                                    part from time to time, at the option of the Company, at a redemption price
                                    equal to accrued and unpaid interest on the principal amount being redeemed to
                                    the redemption date, plus the greater of (i) 100% of the principal amount of
                                    such Underwritten Securities; and (ii) the sum of the present values of the
                                    remaining scheduled payments of principal and interest on such Underwritten
                                    Securities (not including any portion of such payments of interest accrued to
                                    the redemption date) discounted to the redemption date on a semiannual basis
                                    (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
                                    Treasury Rate, plus 0.35%.  The terms of these redemption provisions
                                    (including defined terms) will be as set forth in the Prospectus Supplement
                                    dated the hereof relating to the Underwritten Securities.

Sinking fund requirements:          None

Conversion provisions:              None

Listing requirements:               None

Restriction on sale of              Until the Closing Time in accordance with Section 3(j) of the Underwriting Agreement.
 Securities:

Type of offering:                   Fixed price offering



                                       2






                                 
Initial public offering price       99.755% of the principal amount, plus accrued interest, if any,
 per Underwritten Security:         from October 21, 2002.

Purchase price per                  99.105% of principal amount, plus accrued interest, if any, from
 Underwritten Security              October 21, 2002.  The selling concession shall be 0.400% and the
 payable by Underwriters:           reallowance concession shall be 0.250%, in each case of the principal amount
                                    of the Underwritten Securities.

Form:                               One registered note in global form

Other terms and conditions:         Notwithstanding Sections 5(e) and 5(f) of the Underwriting Agreement,
                                    Ernst & Young LLP shall deliver a single "comfort letter" in accordance with
                                    such Section 5(e) at the Date of Delivery (and not the date hereof), which
                                    letter shall be in form and substance satisfactory to the Representatives.

Closing Time and location:          10:00 A.M. (New York City time), on October 21, 2002, at the offices of
                                    Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York, 10017



                                        3






         Please accept this offer no later than 5:30 P.M. (New York City time)
on October 16, 2002 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.

                           Very truly yours,


                           J.P. MORGAN SECURITIES INC.


                           By:    /s/ Carl J. Mehldau Jr.
                                 -----------------------------------------------
                                              Authorized Signatory


                           MERRILL LYNCH, PIERCE, FENNER & SMITH
                                       INCORPORATED


                           By:   /s/ A. Scott Lemone
                                ------------------------------------------------
                                              Authorized Signatory


                           Acting on behalf of themselves and the other
                                several named Underwriters.


Accepted:

AUTOZONE, INC.

By:/s/ Michael G. Archibold
   -----------------------------------------
      Name: Michael G. Archibold
      Title:  Senior Vice President &
              Chief Financial Officer

By:/s/ James A. Cook, III
   ---------------------------------
      Name: James A. Cook, III
      Title:   Vice President & Treasurer


                                       4



                                                                     EXHIBIT 4.1

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY
OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES 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 SECURITIES DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. 1
CUSIP:        053332AC6                                            $300,000,000
ISIN:         US053332AC61

                                 AUTOZONE, INC.

                           5.875% Senior Note due 2012

Original Issue Date:  October 21, 2002
Interest Payment Dates:  April 15 and October 15
Maturity Date:  October 15, 2012
Interest Rate:  5.875%

         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 THREE HUNDRED MILLION DOLLARS (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. The Company will
pay interest semiannually on the Interest Payment Dates, commencing on April 15,
2003. Interest on this Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, 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 April 1 or the October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such





                                                                               2



interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Regular Record Date, and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Company, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange upon
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture. The Company will pay
interest on overdue principal, overdue premium, if any, and overdue installments
of interest, if any, from time to time on demand at the interest rate borne by
the Notes to the extent lawful.

         In the event this Global Note is surrendered in exchange for Notes in
definitive form, principal and interest payable with respect to Notes in
definitive form will be payable at the office or agency of the Company
maintained for that purpose in New York, New York (the Place of Payment), 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; provided, however, that
payment of interest payable with respect to such Notes in definitive form, may
be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.

         This Note is one of a duly authorized issue of securities of the
Company (the "Securities") evidencing its unsecured indebtedness, of the series
hereinafter specified, all issued under and pursuant to a senior indenture,
dated as of July 22, 1998, (herein referred to as the "Indenture"), duly
executed and delivered by the Company and Bank One Trust Company, N.A., (as
successor in interest to The First National Bank of Chicago), as Trustee
(hereinafter called 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 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
"5.875% Notes due 2012" of the Company (herein referred to as the "Notes"),
initially issued in an aggregate principal amount of Three Hundred Million
Dollars ($300,000,000). The Company may, without the consent of the holders of
the Notes, create and issue additional Notes ranking equally with the Notes and
otherwise similar 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, 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.

         The Notes will be redeemable, in whole at any time or in part from time
to time, at the option of the Company, at a redemption price equal to accrued
and unpaid interest on the principal amount being redeemed to the redemption
date plus the greater of (i) 100% of the





                                                                               3



principal amount of such Notes; or (ii) as determined by the Quotation Agent,
the sum of the present values of the remaining scheduled payments of principal
and interest on such Notes (not including any portion of such payments of
interest accrued to the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus 0.35%.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be used, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations.

         "Quotation Agent" means J.P. Morgan Securities Inc., Merrill Lynch
Government Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated
or another Reference Treasury Dealer appointed by the Company.

         "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.
and Merrill Lynch Government Securities Inc. and their respective successors and
any other U.S. Government securities dealer the Company shall select; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City, the Company shall substitute
therefor another primary U.S. Government securities dealer in New York City.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Notes to be
redeemed.

         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.




                                                                               4



         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, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture provides that in certain events such declaration and its
consequences may be waived by the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. Any such waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder 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,
irrespective of whether or not any notation of such waiver is made upon this
Note or such other Notes.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of all Outstanding Securities or, in certain cases,
of the Outstanding Securities of each series to be affected, evidenced as in the
Indenture provided, to execute 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 Securities of each such series; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of the principal
amount thereof or the rate of interest, if any, thereon, or any premium payable
upon the redemption thereof, or change the coin or currency in which any
Security or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date or
Repayment Date, as the case may be) or (ii) reduce the percentage in principal
amount of the Outstanding Securities or the Outstanding Securities of any
particular series, the consent of whose Holders is required for any such
supplemental indenture or the consent of whose Holders is required for any
waiver of compliance with certain provisions of the Indenture or certain
defaults thereunder or their consequences provided for in the Indenture. It is
also provided in the Indenture that prior to the acceleration of maturity of the
Securities of any particular series upon the occurrence of an Event of Default
with respect to such series as permitted by the Indenture, the Holders of a
majority in aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the Holders of all of the Securities of such
series waive any past default under the Indenture with respect to Securities of
such series and its consequences, except a default in the payment of the
principal of or premium, if any, or interest, if any, on any of the Securities
of such series. Any such consent or waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued upon transfer hereof or in exchange or substitution hereof, irrespective
of whether or not any notation of such consent or waiver is made upon this Note
or such other Notes.

         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 premium, if any, 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
security Register of the Company,






                                                                               5



upon due presentment of this Note for registration of transfer at the office of
the Security Registrar, or at the office of any Security Co-Registrar duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Company and the Security Registrar or any such Security
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 the same aggregate principal amount will be issued to the designated
transferee or transferees.

         The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple 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 the same aggregate
principal amount as requested by the Holder surrendering the same. If definitive
Notes are so delivered, the Company may make such changes to the form of this
Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.

         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 tax or other governmental charge payable in connection therewith.

         Prior to due presentment for registration of transfer, the Company, the
Trustee, the Security Registrar, any Security Co-Registrar and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee, the Security Registrar,
any Security, the Registrar nor any such agent shall be affected by notice to
the contrary.

         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 or stockholder, past, present or future,
of the Company. By acceptance of this Note, the Holder waives any such claim
against any such Person.

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.

         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 thereon has been executed by
the Trustee under such indenture, this Note shall not be entitled to any benefit
under such Indenture or be valid or obligatory for any purpose.






                                                                               6



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed manually or in facsimile.

Dated:  October 21, 2002

                                     AUTOZONE, INC.


                                     By:
                                          -------------------------------------
                                     Title:


                                     By:
                                          -------------------------------------
                                     Title:


Dated:  October 21, 2002

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the
series designated therein, referred to
in the within-mentioned Indenture.

BANK ONE TRUST COMPANY, N.A., as Trustee



By:
   -----------------------------------------
         Authorized Officer