SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) dated as of
August 3, 2007 is by and among AUTOZONE, INC. , a Nevada corporation (the “ Borrower ”), the Lenders
party hereto, BANK OF AMERICA, N.A., as Administrative Agent, and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Co-Syndication Agent.
WHEREAS, a $300,000,000 term loan has been established pursuant to the terms of that certain Credit
Agreement dated as of December 23, 2004 (as amended by that certain First Amendment to Credit Agreement
dated as of May 5, 2006 and as otherwise amended, restated, modified or supplemented from time to time, the “
Credit Agreement ”) among the Borrower, the Lenders from time to time party thereto, the Administrative Agent
and the Co-Syndication Agent;
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to modify
certain provisions contained therein; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Defined Terms . Capitalized terms used herein but not otherwise defined herein shall have the
meanings provided to such terms in the Credit Agreement.
Amendments . Effective upon the satisfaction of the conditions precedent set forth in Section 3
hereof, the Credit Agreement is hereby amended by deleting Schedule 1.1(a) thereto in its entirety and replacing
it with Schedule 1.1(a) attached hereto as Exhibit A .
Condition Precedent . This Amendment shall become effective as of the date hereof (the “
Second Amendment Effective Date ”) upon receipt by the Administrative Agent of the following:
( a )
Amendment . Counterparts of this Amendment duly executed by the Borrower and