EXHIBIT 1.2
AUTOZONE, INC.
(a Nevada corporation)
Debt Securities
TERMS AGREEMENT
October 16, 2002
To: AutoZone, Inc.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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
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▇.▇. ▇▇▇▇▇▇ Securities Inc. ................................ $ 90,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ....................... 90,000,000
Incorporated
Banc of America Securities LLC ............................. 16,140,000
Fleet Securities, Inc. ..................................... 16,140,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ & 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, ▇.▇.
▇▇▇▇▇▇▇, Sachs & Co. ....................................... 3,930,000
McDonald Investments Inc. .................................. 3,930,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. .............................. 3,930,000
NatCity Investments, Inc. .................................. 3,930,000
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Total ...................................................... $300,000,000
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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
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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
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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,
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
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Authorized Signatory
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇
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Authorized Signatory
Acting on behalf of themselves and the other
several named Underwriters.
Accepted:
AUTOZONE, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President &
Chief Financial Officer
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇, III
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇, III
Title: Vice President & Treasurer
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