AUTOZONE, INC. (a Nevada corporation) 3.125% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: April 18, 2013Underwriting Agreement • April 19th, 2013 • Autozone Inc • Retail-auto & home supply stores • New York
AutoZone, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. are acting as representatives (the “Representatives”), $500,000,000 in aggregate principal amount of its 3.125% Senior Notes Due 2023 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of August 8, 2003 (as supplemented by an officers’ certificate to be dated as of April 29, 2013, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., successor in interest to Bank One Trust Company, N.A., as trustee (the “Trustee”).
