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EXHIBIT 2
LETTER AGREEMENT
AUTOZONE, INC.
000 XXXXX XXXXX XXXXXX
XXXXXXX, XXXXXXXXX 00000-0000
October 10, 2000
ESL Investments, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
The purpose of this letter, which shall be a binding agreement
between us upon its execution by ESL Investments, Inc., a Delaware corporation
("ESL"), is to set forth the agreement between AutoZone, Inc., a Nevada
corporation (the "Company"), and ESL concerning the voting of certain shares of
the Company's stock not currently owned by ESL.
The Company will terminate its Rights Agreement, dated as of
March 21, 2000 (the "Rights Agreement"), by amending the Rights Agreement's
expiration date to October 20, 2000. ESL, on behalf of itself and each of its
affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended), agrees to take such action as may be required to
ensure that during the period from October 20, 2000 through April 1, 2004,
without the prior written consent of the Company, any shares of common stock of
the Company acquired by ESL or any of its affiliates after October 20, 2000 and
before April 1, 2004 (the "Acquired Shares") are not voted on any matter
presented at any meeting of shareholders of the Company and that no written
consent is executed with respect to any Acquired Shares for any matter presented
to the shareholders of the Company. In addition, during such period, ESL, on
behalf of itself and each of its affiliates, agrees to use all reasonable
efforts to provide for the Acquired Shares to be present for determining a
quorum at all shareholder meetings of the Company. The term "Acquired Shares"
shall not include any securities received by ESL or any of its affiliates
directly from the Company. This letter agreement shall not affect ESL's voting
rights with respect to shares held by ESL or any of its affiliates that are not
Acquired Shares.
If this letter is countersigned by ESL and becomes a binding
agreement, the Company and ESL agree that this agreement shall be governed by,
and construed in accordance with the internal laws of the state of Nevada,
without giving effect to the principles of conflicts of laws thereof. In
addition, we each acknowledge that money damages are an inadequate remedy for
breach of this agreement because of the difficulty of ascertaining the amount of
damage that will be suffered in the event that such agreement were breached.
Therefore, we each agree that the parties to this agreement may obtain specific
performance of such agreement and injunctive or other equitable relief as a
remedy for any such breach, and each party further waives any requirement for
the securing or posting of any bond in connection with any such remedy. Such
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remedy shall not be deemed to be the exclusive remedy for breach of this
agreement, but shall be in addition to all other remedies available at law or at
equity. In the event that either party to this agreement believes that the other
party is in breach of this agreement, prior to commencing any litigation with
respect to such breach, the non-breaching party shall give written notice of the
alleged breach to the breaching party and provide the breaching party with a
reasonable opportunity to respond. This agreement may be modified or waived only
by a separate writing between the Company and ESL expressly so modifying or
waiving such agreement.
If you are in agreement with the foregoing, please so indicate
by signing and returning one copy of this letter, which will constitute our
agreement with respect to the matters set forth herein.
Very truly yours,
AUTOZONE, INC.
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Sr. V.P. & Secretary
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Executive V.P. & CFO
Confirmed and agreed to as of the
date first above written, upon which
this shall become a binding agreement:
ESL INVESTMENTS, INC.,
on behalf of itself and its affiliates
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President
