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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED
                           FIVE-YEAR CREDIT AGREEMENT

                            Dated as of May 17, 2004

                                      among

                                 AUTOZONE, INC.,
                                  as Borrower,

                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO

                                       AND

                              FLEET NATIONAL BANK,
                             as Administrative Agent

                                       and

                               CITICORP USA, INC.,
                              as Syndication Agent

- --------------------------------------------------------------------------------

                         BANC OF AMERICA SECURITIES LLC
                                       and
                         CITIGROUP GLOBAL MARKETS INC.,
                       as Lead Arrangers and Book Managers

                                       and

                              JPMORGAN CHASE BANK,
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       and
                                 SUNTRUST BANK,
                             as Documentation Agents



                                TABLE OF CONTENTS



                                                                                                                      Page
                                                                                                                      ----
                                                                                                                   
SECTION 1  DEFINITIONS...........................................................................................        1
         1.1      Definitions....................................................................................        1
         1.2      Computation of Time Periods....................................................................       19
         1.3      Accounting Terms...............................................................................       19
         1.4      Time of Day....................................................................................       19

SECTION 2  CREDIT FACILITIES.....................................................................................       20
         2.1      Revolving Loans................................................................................       20
         2.2      Competitive Loan Subfacility...................................................................       22
         2.3      Swingline Loan Subfacility.....................................................................       24
         2.4      Letters of Credit..............................................................................       26

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................       36
         3.1      Default Rate...................................................................................       36
         3.2      Extension and Conversion.......................................................................       36
         3.3      Prepayments....................................................................................       37
         3.4      Termination, Reduction and Increase of Revolving Committed Amount..............................       38
         3.5      Fees...........................................................................................       42
         3.6      Capital Adequacy...............................................................................       43
         3.7      Inability To Determine Interest Rate...........................................................       44
         3.8      Illegality.....................................................................................       44
         3.9      Yield Protection...............................................................................       45
         3.10     Withholding Tax Exemption......................................................................       45
         3.11     Indemnity......................................................................................       46
         3.12     Pro Rata Treatment.............................................................................       47
         3.13     Sharing of Payments............................................................................       48
         3.14     Payments, Computations, Etc....................................................................       48
         3.15     Evidence of Debt...............................................................................       50
         3.16     Replacement of Lenders.........................................................................       51

SECTION 4  CONDITIONS............................................................................................       51
         4.1      Closing Conditions.............................................................................       51
         4.2      Conditions to all Extensions of Credit.........................................................       52

SECTION 5  REPRESENTATIONS AND WARRANTIES........................................................................       53
         5.1      Financial Condition............................................................................       53
         5.2      Organization; Existence; Compliance with Law...................................................       54
         5.3      Power; Authorization; Enforceable Obligations..................................................       54
         5.4      No Legal Bar...................................................................................       55
         5.5      No Material Litigation.........................................................................       55
         5.6      No Default.....................................................................................       55
         5.7      Ownership of Property; Liens...................................................................       55
         5.8      No Burdensome Restrictions.....................................................................       55
         5.9      Taxes..........................................................................................       55
         5.10     ERISA..........................................................................................       56


                                      - i -



                                                                                                                     
         5.11     Governmental Regulations, Etc..................................................................       57
         5.12     Subsidiaries...................................................................................       58
         5.13     Purpose of Loans...............................................................................       58
         5.14     Disclosure.....................................................................................       58

SECTION 6  AFFIRMATIVE COVENANTS.................................................................................       59
         6.1      Information Covenants..........................................................................       59
         6.2      Preservation of Existence and Franchises.......................................................       61
         6.3      Books and Records..............................................................................       61
         6.4      Compliance with Law............................................................................       61
         6.5      Payment of Taxes and Other Indebtedness........................................................       62
         6.6      Insurance......................................................................................       62
         6.7      Maintenance of Property........................................................................       62
         6.8      Use of Proceeds................................................................................       62
         6.9      Audits/Inspections.............................................................................       62
         6.10     Adjusted Debt to EBITDAR Ratio.................................................................       62
         6.11     Interest Coverage Ratio........................................................................       63

SECTION 7  NEGATIVE COVENANTS....................................................................................       63
         7.1      Liens..........................................................................................       63
         7.2      Nature of Business.............................................................................       63
         7.3      Consolidation, Merger, Sale or Purchase of Assets, etc.........................................       63
         7.4      Fiscal Year....................................................................................       65
         7.5      Subsidiary Indebtedness........................................................................       65

SECTION 8  EVENTS OF DEFAULT.....................................................................................       66
         8.1      Events of Default..............................................................................       66
         8.2      Acceleration; Remedies.........................................................................       68

SECTION 9  AGENCY PROVISIONS.....................................................................................       69
         9.1      Appointment....................................................................................       69
         9.2      Delegation of Duties...........................................................................       70
         9.3      Exculpatory Provisions.........................................................................       70
         9.4      Reliance on Communications.....................................................................       70
         9.5      Notice of Default..............................................................................       71
         9.6      Non-Reliance on Administrative Agent and Other Lenders.........................................       71
         9.7      Indemnification................................................................................       71
         9.8      Administrative Agent in its Individual Capacity................................................       72
         9.9      Successor Administrative Agent.................................................................       72
         9.10     Syndication Agent..............................................................................       73

SECTION 10  MISCELLANEOUS........................................................................................       73
         10.1     Notices........................................................................................       73
         10.2     Right of Set-Off...............................................................................       76
         10.3     Benefit of Agreement...........................................................................       76
         10.4     No Waiver; Remedies Cumulative.................................................................       80
         10.5     Payment of Expenses, etc.......................................................................       80
         10.6     Amendments, Waivers and Consents...............................................................       81


                                     - ii -



                                                                                                                     
         10.7     Counterparts...................................................................................       82
         10.8     Headings.......................................................................................       82
         10.9     Survival.......................................................................................       82
         10.10    Governing Law; Submission to Jurisdiction; Venue...............................................       82
         10.11    Severability...................................................................................       83
         10.12    Entirety.......................................................................................       83
         10.13    Binding Effect; Amendment and Restatement of Existing Five-Year Credit Agreement; Termination..       83
         10.14    Confidentiality................................................................................       84
         10.15    Source of Funds................................................................................       84
         10.16    Conflict.......................................................................................       85


                                    SCHEDULES

                     
Schedule 1.1            Applicable Percentage
Schedule 2.1(a)         Lenders
Schedule 2.1(b)(i)      Form of Notice of Borrowing
Schedule 2.1(e)         Form of Revolving Note
Schedule 2.2(f)         Form of Competitive Note
Schedule 2.3(d)         Form of Swingline Note
Schedule 2.4            Existing Letters of Credit
Schedule 3.2            Form of Notice of Extension/Conversion
Schedule 3.4(b)         Form of New Commitment Agreement
Schedule 4.1(f)         Form of Legal Opinion
Schedule 5.5            Material Litigation
Schedule 5.12           Subsidiaries
Schedule 6.1(c)         Form of Officer's Compliance Certificate
Schedule 7.5            Subsidiary Indebtedness
Schedule 10.3(b)        Form of Assignment and Acceptance


                                     - iii -



                 AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

      THIS AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated as of May 17,
2004 (the "Credit Agreement"), is by and among AUTOZONE, INC., a Nevada
corporation (the "Borrower"), the several lenders identified on the signature
pages hereto and such other lenders as may from time to time become a party
hereto (the "Lenders"), FLEET NATIONAL BANK, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), and CITICORP USA, INC.,
as syndication agent (in such capacity, the "Syndication Agent").

                               W I T N E S S E T H

      WHEREAS, the Borrower, the Lenders, Bank of America, N.A., as
Administrative Agent, and certain other Persons are party to a Five-Year Credit
Agreement dated as of May 23, 2000 (as amended prior to the date hereof, the
"Existing Five-Year Credit Agreement");

      WHEREAS, the Borrower has requested that the Lenders (i) increase the
aggregate amount of and extend the maturity of the revolving loan facility
available to the Borrower under the Existing Five-Year Credit Agreement and (ii)
appoint Fleet National Bank to replace Bank of America, N.A. as Administrative
Agent, as more particularly described herein;

      WHEREAS, the Lenders have agreed to make such changes to the existing
credit facilities and to amend and restate the Existing Five-Year Credit
Agreement on the terms and conditions hereinafter set forth;

      WHEREAS, concurrently with the effectiveness of such amendment and
restatement of the Existing Five-Year Credit Agreement, the Existing Five-Year
Credit Agreement will be amended and restated in its entirety, the financial
institutions party thereto will have no further obligations thereunder and will
cease to be parties to such agreement and the Borrower (as defined in the
Existing Five-Year Credit Agreement) will have no further obligations
thereunder, except for those obligations that by their terms survive termination
of the Existing Five-Year Credit Agreement.

      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:

                                    SECTION 1

                                   DEFINITIONS

      1.1   DEFINITIONS.



      As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

            "364-Day Credit Agreement" means that certain Amended and Restated
      364-Day Credit Agreement dated as of the date hereof by and among the
      Borrower, the lenders party thereto, Fleet National Bank, as
      administrative agent and Citicorp USA, Inc., as syndication agent, as
      amended, modified, restated, supplemented or replaced from time to time.

            "364-Day Revolver" means the revolving loan facility established
      pursuant to the 364-Day Credit Agreement.

            "Administrative Agent" shall have the meaning assigned to such term
      in the heading hereof, together with any successors or assigns.

            "Administrative Agent's Fee Letter" means that certain letter
      agreement, dated as of March 26, 2004, between the Administrative Agent
      and the Borrower, as amended, modified, supplemented or replaced from time
      to time.

            "Administrative Agent's Fees" shall have the meaning assigned to
      such term in Section 3.5(b).

            "Affiliate" means, with respect to any Person, any other Person (i)
      directly or indirectly controlling or controlled by or under direct or
      indirect common control with such Person or (ii) directly or indirectly
      owning or holding five percent (5%) or more of the equity interest in such
      Person. For purposes of this definition, "control" when used with respect
      to any Person means the power to direct the management and policies of
      such Person, directly or indirectly, whether through the ownership of
      voting securities, by contract or otherwise; and the terms "controlling"
      and "controlled" have meanings correlative to the foregoing.

            "Agency Services Address" means Fleet National Bank, 100 Federal
      Street, MADE10307C, Boston, MA 02110 Attn: Agency Services, or such other
      address as may be identified by written notice from the Administrative
      Agent to the Borrower.

            "Applicable Percentage" means, for purposes of calculating the
      applicable interest rate for any day for any Revolving Loan, the
      applicable rate of the Facility Fee for any day for purposes of Section
      3.5(a), the applicable rate of the Utilization Fee for any day for the
      purposes of Section 3.5(c), or the applicable rate of the Letter of Credit
      Fee for any day for the purposes of 3.5(d)(i), the appropriate applicable
      percentage set forth on Schedule 1.1. The Applicable Percentages shall be
      determined and adjusted on the following dates (each a "Calculation
      Date"):

                  (i)   where the Borrower has a senior unsecured (non-credit
            enhanced) long term debt rating from S&P and/or Moody's, five (5)
            Business Days after receipt of notice by the Administrative Agent of
            a change in any such debt rating, based on such debt rating(s); and

                                     - 2 -



                  (ii)  where the Borrower previously had a senior unsecured
            (non-credit enhanced) long term debt rating from S&P and/or Moody's,
            but either or both of S&P and Moody's withdraws its rating such that
            the Borrower's senior unsecured (non-credit enhanced) long term debt
            no longer is rated by either S&P or Moody's, five (5) Business Days
            after receipt by the Administrative Agent of notice of the
            withdrawal of the last to exist of such previous debt ratings, based
            on Pricing Level V until the earlier of (A) such time as S&P and/or
            Moody's provides another rating for such debt of the Borrower or (B)
            the Required Lenders have agreed to an alternative pricing grid or
            other method for determining Pricing Levels pursuant to an effective
            amendment to this Credit Agreement.

      The Applicable Percentage shall be effective from a Calculation Date until
      the next such Calculation Date. The Administrative Agent shall determine
      the appropriate Applicable Percentages promptly upon receipt of the
      notices and information necessary to make such determination and shall
      promptly notify the Borrower and the Lenders of any change thereof. Such
      determinations by the Administrative Agent shall be conclusive absent
      manifest error.

            "Bank of America" means Bank of America, N.A. and its successors.

            "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
      United States Code, as amended, modified, succeeded or replaced from time
      to time.

            "Bankruptcy Event" means, with respect to any Person, the occurrence
      of any of the following with respect to such Person: (i) a court or
      governmental agency having jurisdiction in the premises shall enter a
      decree or order for relief in respect of such Person in an involuntary
      case under any applicable bankruptcy, insolvency or other similar law now
      or hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or
      for any substantial part of its Property or ordering the winding up or
      liquidation of its affairs; or (ii) there shall be commenced against such
      Person an involuntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect, or any case, proceeding or
      other action for the appointment of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or
      for any substantial part of its Property or for the winding up or
      liquidation of its affairs, and such involuntary case or other case,
      proceeding or other action shall remain undismissed, undischarged or
      unbonded for a period of sixty (60) consecutive days; or (iii) such Person
      shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, or consent to
      the entry of an order for relief in an involuntary case under any such
      law, or consent to the appointment or taking possession by a receiver,
      liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) of such Person or for any substantial part of its Property or
      make any general assignment for the benefit of creditors; or (iv) such
      Person shall be unable to, or shall admit in writing its inability to, pay
      its debts generally as they become due.

                                     - 3 -



            "Base Rate" means, for any day, the rate per annum (rounded upwards,
      if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the
      greater of (a) the Federal Funds Rate in effect on such day plus 1/2 of
      1% or (b) the Prime Rate in effect on such day. If for any reason the
      Administrative Agent shall have determined (which determination shall be
      conclusive absent manifest error) that it is unable after due inquiry to
      ascertain the Federal Funds Rate for any reason, including the inability
      or failure of the Administrative Agent to obtain sufficient quotations in
      accordance with the terms hereof, the Base Rate shall be determined
      without regard to clause (a) of the first sentence of this definition
      until the circumstances giving rise to such inability no longer exist. Any
      change in the Base Rate due to a change in the Prime Rate or the Federal
      Funds Rate shall be effective on the effective date of such change in the
      Prime Rate or the Federal Funds Rate, respectively.

            "Base Rate Loan" means any Loan bearing interest at a rate
      determined by reference to the Base Rate.

            "Borrower" means the Person identified as such in the heading
      hereof, together with any permitted successors and assigns.

            "Business Day" means a day other than a Saturday, Sunday or other
      day on which commercial banks in New York, New York are authorized or
      required by law to close, except that, when used in connection with a
      Eurodollar Loan, such day shall also be a day on which dealings between
      banks are carried on in U.S. dollar deposits in London, England and New
      York, New York.

            "Calculation Date" has the meaning set forth in the definition of
      Applicable Percentage.

            "Capital Lease" means, as applied to any Person, any lease of any
      Property (whether real, personal or mixed) by that Person as lessee which,
      in accordance with GAAP, is or should be accounted for as a capital lease
      on the balance sheet of that Person.

            "Cash Collateralize" means the pledge and deposit with or delivery
      to the Administrative Agent, for the benefit of the respective L/C Issuers
      and the Lenders, as collateral for the L/C Obligations, cash or deposit
      account balances pursuant to documentation in form and substance
      satisfactory to the Administrative Agent and the respective L/C Issuers
      (which documents are hereby consented to by the Lenders). The terms "Cash
      Collateralized", "Cash Collateral", "Cash Collateralization" and "Cash
      Collateralizes" shall have corresponding meanings. The Borrower hereby
      grants the Administrative Agent, for the benefit of the respective L/C
      Issuer and the Lenders, a Lien on all such cash and deposit account
      balances. Cash collateral shall be maintained in blocked, non-interest
      bearing deposit accounts of the Administrative Agent. Notwithstanding the
      foregoing if, upon the termination of the Commitments and an acceleration
      of the Borrower's obligations pursuant to Section 8.2, a Letter of Credit
      may for any reason remain outstanding and partially or wholly undrawn, the
      cash collateral required pursuant to Section 2.4(g) may instead, at the
      option of the Administrative Agent, be held in a blocked, non-interest
      bearing deposit account of the respective L/C Issuer.

                                     - 4 -



            "Change of Control" means either (i) a "person" or a "group" (within
      the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act
      of 1934) becomes the "beneficial owner" (as defined in Rule 13d-3 under
      the Securities Exchange Act of 1934) of more than 50% of the then
      outstanding voting stock of the Borrower or (ii) a majority of the board
      of directors of the Borrower shall consist of individuals who are not
      Continuing Directors. For purposes hereof, "Continuing Directors" means,
      as of any date of determination, (i) an individual who on the date two
      years prior to such determination date was a member of the Borrower's
      board of directors or (ii) (a) any new director whose nomination for
      election by the Borrower's shareholders was approved by a vote of a
      majority of the directors then still in office who either were directors
      on the date two years prior to such determination date or whose nomination
      for election was previously so approved (or who are Continuing Directors
      pursuant to clause (b) below) or (b) any director who was elected by a
      majority of the directors then still in office who either were directors
      on the date two years prior to such determination date or whose nomination
      for election was previously so approved (or who are Continuing Directors
      pursuant to clause (a) above). Notwithstanding the foregoing, a
      Reorganization permitted by under Section 7.3 hereof shall not be deemed a
      Change of Control for the purposed of this Credit Agreement.

            "Change of Control Notice" shall have the meaning specified in
      Section 3.4(e).

            "Change of Control Prepayment Amount" shall have the meaning
      specified in Section 3.4(e).

            "Change of Control Standstill Period" shall have the meaning
      specified in Section 3.4(e).

            "Closing Date" means the date hereof.

            "Code" means the Internal Revenue Code of 1986, as amended, and any
      successor statute thereto, as interpreted by the rules and regulations
      issued thereunder, in each case as in effect from time to time. References
      to sections of the Code shall be construed also to refer to any successor
      sections.

            "Commercial Credit Business Arrangement" means any agreement between
      the Borrower or any of its Subsidiaries and an entity that purchases such
      Person's commercial accounts receivables with only such limited recourse
      back to such Person as is customary in factoring arrangements of this
      type.

            "Commitment" means (i) with respect to each Lender, the Revolving
      Commitment of such Lender, (ii) with respect to the Swingline Lender, the
      Swingline Commitment, and (iii) with respect to any L/C Issuer, the
      commitment to issue, extend and/or amend Letters of Credit under the
      Letter of Credit Sublimit.

                                     - 5 -



            "Commitment Percentage" means, for any Lender, the percentage which
      such Lender's Revolving Commitment then constitutes of the aggregate
      Revolving Committed Amount.

            "Competitive Bid" means an offer by a Lender to make a Competitive
      Loan pursuant to the terms of Section 2.2.

            "Competitive Bid Rate" means, as to any Competitive Bid made by a
      Lender in accordance with the provisions of Section 2.2, the fixed rate of
      interest offered by the Lender making the Competitive Bid.

            "Competitive Loan" means a loan made by a Lender in its discretion
      pursuant to the provisions of Section 2.2.

            "Competitive Note" means a promissory note of the Borrower in favor
      of a Lender delivered pursuant to Section 2.2(f) and evidencing the
      Competitive Loans, if any, of such Lender, as such promissory note may be
      amended, modified, restated or replaced from time to time.

            "Consolidated Adjusted Debt" means, at any time, the sum of, without
      duplication, (i) Consolidated Funded Indebtedness and (ii) the product of
      Consolidated Rents multiplied by 6.0.

            "Consolidated EBITDA" means, for any period for the Borrower and its
      Subsidiaries, Consolidated Net Income plus Consolidated Interest Expense
      plus all provisions for any Federal, state or other domestic and foreign
      income taxes plus depreciation and amortization, in each case on a
      consolidated basis determined in accordance with GAAP applied on a
      consistent basis. Except as otherwise expressly provided, the applicable
      period shall be for the four consecutive fiscal quarters ending as of the
      date of determination.

            "Consolidated EBITDAR" means, for any period, the sum of
      Consolidated EBITDA and Consolidated Rents. Except as otherwise expressly
      provided, the applicable period shall be for the four consecutive fiscal
      quarters ending as of the date of determination.

            "Consolidated EBITR" means, for any period for the Borrower and its
      Subsidiaries, Consolidated EBITDA minus depreciation and amortization plus
      Consolidated Rents, in each case on a consolidated basis as determined in
      accordance with GAAP applied on a consistent basis. Except as otherwise
      expressly provided, the applicable period shall be for the four
      consecutive fiscal quarters ending as of the date of determination.

            "Consolidated Funded Indebtedness" means, at any time, the
      outstanding principal amount of all Funded Indebtedness, without
      duplication, of the Borrower and its Subsidiaries at such time.

                                     - 6 -



            "Consolidated Interest Coverage Ratio" means, as of the last day of
      any fiscal quarter of the Borrower, the ratio of (i) Consolidated EBITR to
      (ii) Consolidated Interest Expense plus Consolidated Rents.

            "Consolidated Interest Expense" means, for any period for the
      Borrower and its Subsidiaries, all interest expense plus the interest
      component under Capital Leases, in each case on a consolidated basis as
      determined in accordance with GAAP applied on a consistent basis. Except
      as otherwise expressly provided, the applicable period shall be for the
      four consecutive fiscal quarters ending as of the date of determination.

            "Consolidated Net Income" means, for any period for the Borrower and
      its Subsidiaries, net income on a consolidated basis determined in
      accordance with GAAP applied on a consistent basis, but excluding
      non-recurring charges in an aggregate amount not to exceed $50,000,000
      collectively with respect to all periods relevant for the calculation of
      the financial covenants contained in Sections 6.10 and 6.11. Except as
      otherwise expressly provided, the applicable period shall be for the four
      consecutive fiscal quarters ending as of the date of determination.

            "Consolidated Rents" means, for any period for the Borrower and its
      Subsidiaries, all rental expense of the Borrower and its Subsidiaries for
      such period under operating leases (specifically including rents paid in
      connection with synthetic leases, tax retention operating leases,
      off-balance sheet loans or similar off-balance sheet financing products),
      on a consolidated basis as determined in accordance with GAAP applied on a
      consistent basis. Except as otherwise expressly provided, the applicable
      period shall be for the four consecutive fiscal quarters ending as of the
      date of determination.

            "Credit Documents" means a collective reference to this Credit
      Agreement, the Notes, the L/C Documents (except that L/C Documents shall
      not constitute Credit Documents for purposes of Section 10.6), the
      Administrative Agent's Fee Letter and all other related agreements and
      documents issued or delivered hereunder or thereunder or pursuant hereto
      or thereto.

            "Default" means any event, act or condition which with notice or
      lapse of time, or both, would constitute an Event of Default.

            "Designating Lender" has the meaning set forth in Section 10.3(e).

            "Dollars" and "$" means dollars in lawful currency of the United
      States of America.

            "Environmental Laws" means any and all lawful and applicable
      Federal, state, local and foreign statutes, laws, regulations, ordinances,
      rules, judgments, orders, decrees, permits, concessions, grants,
      franchises, licenses, agreements or other governmental restrictions
      relating to the environment or to emissions, discharges, releases or
      threatened releases of pollutants, contaminants, chemicals, or industrial,
      toxic or hazardous substances or wastes into the environment including,
      without limitation, ambient air, surface water, ground water, or land, or
      otherwise relating to the manufacture, processing, distribution, use,

                                     - 7 -



      treatment, storage, disposal, transport, or handling of pollutants,
      contaminants, chemicals, or industrial, toxic or hazardous substances or
      wastes.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended, and any successor statute thereto, as interpreted by the rules
      and regulations thereunder, all as the same may be in effect from time to
      time. References to sections of ERISA shall be construed also to refer to
      any successor sections.

            "ERISA Affiliate" means an entity which is under common control with
      the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a
      member of a group which includes the Borrower and which is treated as a
      single employer under Sections 414(b) or (c) of the Code.

            "ERISA Event" means (i) with respect to any Plan, the occurrence of
      a Reportable Event or the substantial cessation of operations (within the
      meaning of Section 4062(e) of ERISA); (ii) the withdrawal by the Borrower,
      any Subsidiary of the Borrower or any ERISA Affiliate from a Multiple
      Employer Plan during a plan year in which it was a substantial employer
      (as such term is defined in Section 4001(a)(2) of ERISA), or the
      termination of a Multiple Employer Plan; (iii) the distribution of a
      notice of intent to terminate or the actual termination of a Plan pursuant
      to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of
      proceedings to terminate or the actual termination of a Plan by the PBGC
      under Section 4042 of ERISA; (v) any event or condition which could
      reasonably be expected to constitute grounds under Section 4042 of ERISA
      for the termination of, or the appointment of a trustee to administer, any
      Plan; (vi) the complete or partial withdrawal of the Borrower, any
      Subsidiary of the Borrower or any ERISA Affiliate from a Multiemployer
      Plan; (vii) the conditions for imposition of a lien under Section 302(f)
      of ERISA exist with respect to any Plan; or (vii) the adoption of an
      amendment to any Plan requiring the provision of security to such Plan
      pursuant to Section 307 of ERISA.

            "Eurodollar Loan" means any Loan bearing interest at a rate
      determined by reference to the Eurodollar Rate.

            "Eurodollar Rate" means, for the Interest Period for each Eurodollar
      Loan comprising part of the same borrowing (including conversions,
      extensions and renewals), a per annum interest rate determined pursuant to
      the following formula:

                  Eurodollar Rate  =            Interbank Offered Rate
                                         ---------------------------------
                                         1 - Eurodollar Reserve Percentage

            "Eurodollar Reserve Percentage" means for any day, that percentage
      (expressed as a decimal) which is in effect from time to time under
      Regulation D of the Board of Governors of the Federal Reserve System (or
      any successor), as such regulation may be amended from time to time or any
      successor regulation, as the maximum reserve requirement (including,
      without limitation, any basic, supplemental, emergency, special, or
      marginal reserves) applicable with respect to Eurocurrency liabilities as
      that term is defined in Regulation D (or against any other category of
      liabilities that includes deposits by reference to which the interest rate
      of Eurodollar Loans is determined), whether or not Lender has any

                                     - 8 -



      Eurocurrency liabilities subject to such reserve requirement at that time.
      Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities
      and as such shall be deemed subject to reserve requirements without
      benefits of credits for proration, exceptions or offsets that may be
      available from time to time to a Lender. The Eurodollar Rate shall be
      adjusted automatically on and as of the effective date of any change in
      the Eurodollar Reserve Percentage.

            "Event of Default" means such term as defined in Section 8.1.

            "Existing Letters of Credit" means the letters of credit outstanding
      on the Closing Date and identified on Schedule 2.4.

            "Facilities" means a collective reference to (i) the revolving loan
      facility established pursuant to Section 2.1 and (ii) the 364-Day
      Revolver.

            "Facility Fee" shall have the meaning assigned to such term in
      Section 3.5(a).

            "Facility Fee Calculation Period" shall have the meaning assigned to
      such term in Section 3.5(a).

            "Federal Funds Rate" means, for any day, the rate of interest per
      annum (rounded upwards, if necessary, to the nearest whole multiple of
      1/100 of 1%) equal to the weighted average of the rates on overnight
      Federal funds transactions with members of the Federal Reserve System
      arranged by Federal funds brokers on such day, as published by the Federal
      Reserve Bank of New York on the Business Day next succeeding such day,
      provided that (A) if such day is not a Business Day, the Federal Funds
      Rate for such day shall be such rate on such transactions on the next
      preceding Business Day and (B) if no such rate is so published on such
      next preceding Business Day, the Federal Funds Rate for such day shall be
      the average rate quoted to the Administrative Agent on such day on such
      transactions as determined by the Administrative Agent.

            "Fees" means all fees payable pursuant to Section 3.5.

            "Financial Officer" means, with respect to the Borrower, the
      Treasurer, the Controller, the General Counsel, or the Chief Financial
      Officer of the Borrower; provided that the Borrower may designate
      additional persons or delete persons so authorized by written notice to
      the Administrative Agent from at least two existing Financial Officers of
      the Borrower

            "Fleet" means Fleet National Bank and its successors.

            "Funded Indebtedness" means, with respect to any Person (for
      purposes of this sentence only, the "Debtor"), without duplication, (i)
      all Indebtedness of such Debtor for borrowed money, (ii) all purchase
      money Indebtedness of such Debtor, including without limitation the
      principal portion of all obligations of such Debtor under Capital Leases,
      (iii) all Guaranty Obligations of such Debtor with respect to Funded
      Indebtedness of another

                                     - 9 -



      Person, (iv) the maximum available amount of all standby letters of credit
      or acceptances issued or created for the account of such Debtor, and (v)
      all Funded Indebtedness of another Person secured by a Lien on any
      Property of such Debtor, whether or not such Funded Indebtedness has been
      assumed; provided that Funded Indebtedness shall not include (i) any
      letters of credit used by such Debtor for the financing of inventory in
      the ordinary course of business or (ii) any amounts received by such
      Debtor pursuant to a Commercial Credit Business Arrangement. The Funded
      Indebtedness of any Person shall include the Funded Indebtedness of any
      partnership or joint venture in which such Person is a general partner or
      joint venturer.

            "GAAP" means generally accepted accounting principles in the United
      States applied on a consistent basis and subject to the terms of Section
      1.3 hereof.

            "Governmental Authority" means any Federal, state, local or foreign
      court or governmental agency, authority, instrumentality or regulatory
      body.

            "Guaranty Obligations" means, with respect to any Person, without
      duplication, any obligations of such Person (other than endorsements in
      the ordinary course of business of negotiable instruments for deposit or
      collection) guaranteeing or intended to guarantee any Indebtedness of any
      other Person in any manner, whether direct or indirect, and including
      without limitation any obligation, whether or not contingent, (i) to
      purchase any such Indebtedness or any Property constituting security
      therefor, (ii) to advance or provide funds or other support for the
      payment or purchase of any such Indebtedness or to maintain working
      capital, solvency or other balance sheet condition of such other Person
      (including without limitation keep well agreements, maintenance
      agreements, comfort letters or similar agreements or arrangements) for the
      benefit of any holder of Indebtedness of such other Person, (iii) to lease
      or purchase Property, securities or services primarily for the purpose of
      assuring the holder of such Indebtedness, or (iv) to otherwise assure or
      hold harmless the holder of such Indebtedness against loss in respect
      thereof. The amount of any Guaranty Obligation hereunder shall (subject to
      any limitations set forth therein) be deemed to be an amount equal to the
      outstanding principal amount (or maximum principal amount, if larger) of
      the Indebtedness in respect of which such Guaranty Obligation is made.

            "Indebtedness" of any Person means (i) all obligations of such
      Person for borrowed money, (ii) all obligations of such Person evidenced
      by bonds, debentures, notes or similar instruments, or upon which interest
      payments are customarily made, (iii) all obligations of such Person under
      conditional sale or other title retention agreements relating to Property
      purchased by such Person (other than customary reservations or retentions
      of title under agreements with suppliers entered into in the ordinary
      course of business), (iv) all obligations of such Person issued or assumed
      as the deferred purchase price of Property or services purchased by such
      Person (other than trade debt incurred in the ordinary course of business
      and due within six months of the incurrence thereof) which would appear as
      liabilities on a balance sheet of such Person, (v) all obligations of such
      Person under take-or-pay or similar arrangements or under commodities
      agreements, (vi) all Indebtedness of others secured by (or for which the
      holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any Lien on, or payable out of the proceeds
      of

                                     - 10 -



      production from, Property owned or acquired by such Person, whether or not
      the obligations secured thereby have been assumed, (vii) all Guaranty
      Obligations of such Person, (viii) the principal portion of all
      obligations of such Person under Capital Leases, (ix) all obligations of
      such Person in respect of interest rate protection agreements, foreign
      currency exchange agreements, commodity purchase or option agreements or
      other interest or exchange rate or commodity price hedging agreements, (x)
      the maximum amount of all standby letters of credit issued or bankers'
      acceptances facilities created for the account of such Person and, without
      duplication, all drafts drawn thereunder (to the extent unreimbursed),
      (xi) all preferred stock issued by such Person and required by the terms
      thereof to be redeemed, or for which mandatory sinking fund payments are
      due, by a fixed date and (xii) the principal balance outstanding under any
      synthetic lease, tax retention operating lease, off-balance sheet loan or
      similar off-balance sheet financing product to which such Person is a
      party, where such transaction is considered borrowed money indebtedness
      for tax purposes but is classified as an operating lease in accordance
      with GAAP; provided that Indebtedness shall not include (i) any letters of
      credit used by such Person for the financing of inventory in the ordinary
      course of business or (ii) any amounts received by such Person pursuant to
      a Commercial Credit Business Arrangement. The Indebtedness of any Person
      shall include the Indebtedness of any partnership or joint venture in
      which such Person is a general partner or a joint venturer.

            "Interbank Offered Rate" means, for the Interest Period for each
      Eurodollar Loan comprising part of the same borrowing (including
      conversions, extensions and renewals), a per annum interest rate (rounded
      upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal
      to the rate of interest, determined by the Administrative Agent on the
      basis of the offered rates for deposits in dollars for a period of time
      corresponding to such Interest Period (and commencing on the first day of
      such Interest Period), appearing on Telerate Page 3750 (or, if, for any
      reason, Telerate Page 3750 is not available, the Reuters Screen LIBO Page)
      as of approximately 11:00 A.M. (London time) two (2) Business Days before
      the first day of such Interest Period; provided, however, if no such
      interest rate for a period of time corresponding to such Interest Period
      appears on Telerate Page 3750 or the Reuters Screen LIBO Page, then the
      applicable interest rate shall be determined by the Administrative Agent
      in good faith. As used herein, "Telerate Page 3750" means the display
      designated as page 3750 by Dow Jones Telerate, Inc. (or such other page as
      may replace such page on that service for the purpose of displaying the
      British Bankers Association London interbank offered rates) and "Reuters
      Screen LIBO Page" means the display designated as page "LIBO" on the
      Reuters Monitor Money Rates Service (or such other page as may replace the
      LIBO page on that service for the purpose of displaying London interbank
      offered rates of major banks).

            "Interest Payment Date" means (i) as to any Base Rate Loan, the last
      day of each March, June, September and December, the date of repayment of
      principal of such Loan and the Termination Date and (ii) as to any
      Eurodollar Loan, any Competitive Loan or any Swingline Loan, the last day
      of each Interest Period for such Loan, the date of repayment of principal
      of such Loan and on the Termination Date, and in addition where the
      applicable Interest Period is more than 3 months, then also on the date 3
      months from the beginning of the Interest Period, and each 3 months
      thereafter. If an Interest Payment Date falls on a date

                                     - 11 -



      which is not a Business Day, such Interest Payment Date shall be deemed to
      be the next succeeding Business Day, except that in the case of Eurodollar
      Loans where the next succeeding Business Day falls in the next succeeding
      calendar month, then on the next preceding Business Day.

            "Interest Period" means (i) as to any Eurodollar Loan, a period of
      one, two, three or six month's duration, as the Borrower may elect,
      commencing in each case, on the date of the borrowing (including
      conversions, extensions and renewals), (ii) as to any Competitive Loan, a
      period commencing in each case on the date of the borrowing and ending on
      the date specified in the applicable Competitive Bid whereby the offer to
      make such Competitive Loan was extended (such ending date in any event to
      be no less than one week and not more than 180 days from the date of the
      borrowing) and (iii) as to any Swingline Loan, a period commencing in each
      case on the date of the borrowing and ending on the date agreed to by the
      Borrower and the Swingline Lender in accordance with the provisions of
      Section 2.3(b)(i) (such ending date in any event to be not more than seven
      (7) Business Days from the date of borrowing); provided, however, (A) if
      any Interest Period would end on a day which is not a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day
      (except that in the case of Eurodollar Loans where the next succeeding
      Business Day falls in the next succeeding calendar month, then on the next
      preceding Business Day), (B) no Interest Period shall extend beyond the
      Termination Date, and (C) in the case of Eurodollar Loans, where an
      Interest Period begins on a day for which there is no numerically
      corresponding day in the calendar month in which the Interest Period is to
      end, such Interest Period shall end on the last day of such calendar
      month.

            "L/C Advance" means, with respect to each Lender, such Lender's
      participation in any L/C Borrowing in accordance with its Commitment
      Percentage.

            "L/C Borrowing" means an extension of credit resulting from a
      drawing under any Letter of Credit which has not been reimbursed on the
      date when made or refinanced as a Revolving Loan.

            "L/C Credit Extension" means, with respect to any Letter of Credit,
      the issuance thereof or extension of the expiry date thereof, or the
      renewal or increase of the amount thereof.

            "L/C Documents" means, with respect to any Letter of Credit, such
      Letter of Credit, any amendments thereto, any documents delivered in
      connection therewith, any application therefor, and any agreements,
      instruments, guarantees or other documents (whether general in application
      or applicable only to such Letter of Credit) governing or providing for
      (i) the rights and obligations of the parties concerned or at risk or (ii)
      any collateral security for such obligations.

            "L/C Issuer" means (i) SunTrust, Bank of America, Fleet or, with the
      consent of the Borrower and the Administrative Agent, any other Lender
      that has agreed to act as the successor primary issuer of Letters of
      Credit, (ii) with respect to any Existing Letter of Credit, the Lender
      that issued (in its capacity as an L/C Issuer hereunder) such Letter of

                                     - 12 -



      Credit and (iii) with respect to any Letter of Credit requested hereunder,
      the L/C Issuer that has agreed to issue such Letter of Credit hereunder.

            "L/C Issuer Fees" shall have the meaning assigned to such term in
      Section 3.5(d)(ii).

            "L/C Obligations" means, at any time, the sum of (i) the maximum
      amount which is, or at any time thereafter may become, available to be
      drawn under Letters of Credit then outstanding, assuming compliance with
      all requirements for drawings referred to in such Letters of Credit plus
      (ii) the aggregate amount of all drawings under Letters of Credit and
      honored by an L/C Issuer but not theretofore reimbursed, including all L/C
      Borrowings.

            "Lenders" means each of the Persons identified as a "Lender" on the
      signature pages hereto, and each Person which may become a Lender by way
      of assignment in accordance with the terms hereof, together with their
      successors and permitted assigns.

            "Lending Installation" means, with respect to a Lender or the
      Administrative Agent, any office, branch, subsidiary or affiliate of such
      Lender or the Administrative Agent.

            "Letter of Credit" means any letter of credit issued hereunder and
      shall include the Existing Letters of Credit. A Letter of Credit may be a
      commercial letter of credit or a standby letter of credit.

            "Letter of Credit Application" means an application and agreement
      for the issuance or amendment of a letter of credit in the form from time
      to time in use by an L/C Issuer.

            "Letter of Credit Expiration Date" means the day that is five (5)
      days prior to the Termination Date (or, if such day is not a Business Day,
      the next preceding Business Day).

            "Letter of Credit Fee" shall have the meaning assigned to such term
      in Section 3.5(d)(i).

            "Letter of Credit Sublimit" means an amount equal to the lesser of
      the Revolving Committed Amount and $150,000,000. The Letter of Credit
      Sublimit is part of, and not in addition to, the Revolving Committed
      Amount.

            "Lien" means any mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, encumbrance, lien (statutory or
      otherwise), preference, priority or charge of any kind (including any
      agreement to give any of the foregoing, any conditional sale or other
      title retention agreement, any financing or similar statement or notice
      filed under the Uniform Commercial Code as adopted and in effect in the
      relevant jurisdiction or other similar recording or notice statute, and
      any lease in the nature thereof).

            "Loan" or "Loans" means the Revolving Loans, the Competitive Loans,
      the Swingline Loans (or any Swingline Loan bearing interest at the Base
      Rate or the Quoted Rate and referred to as a Base Rate Loan or a Quoted
      Rate Swingline Loan) and, to the extent applicable, the L/C Borrowings,
      individually or collectively, as appropriate.

                                     - 13 -



            "Master Account" means such account as may be identified by written
      notice from at least two Financial Officers of the Borrower to the
      Administrative Agent.

            "Material Adverse Effect" means a material adverse effect on (i) the
      condition (financial or otherwise), operations, business, assets or
      liabilities of the Borrower and its Subsidiaries, taken as a whole, (ii)
      the ability of the Borrower to perform any material obligation under the
      Credit Documents or (iii) any aspect of the Borrower or its business that
      adversely affects the material rights and remedies of the Lenders under
      the Credit Documents.

            "Materials of Environmental Concern" means any gasoline or petroleum
      (including crude oil or any fraction thereof) or petroleum products or any
      hazardous or toxic substances, materials or wastes, defined or regulated
      as such in or under any Environmental Laws, including, without limitation,
      asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

            "Mexican Subsidiaries" means, collectively, the following
      Subsidiaries of the Borrower: AutoZone de Mexico, S. de R.L. de C.V., Zone
      Compra, S. de R.L. de C.V., Service Zone, S.de R.L. de C.V., Data Zone, S.
      de R.L. de C.V., and any other Subsidiary of the Borrower formed after the
      Closing Date and organized under the laws of Mexico.

            "Moody's" means Moody's Investors Service, Inc., or any successor or
      assignee of the business of such company in the business of rating
      securities.

            "Multiemployer Plan" means a Plan which is a multiemployer plan as
      defined in Sections 3(37) or 4001(a)(3) of ERISA.

            "Multiple Employer Plan" means a Plan which the Borrower, any
      Subsidiary of the Borrower or any ERISA Affiliate and at least one
      employer other than the Borrower, any Subsidiary of the Borrower or any
      ERISA Affiliate are contributing sponsors.

            "New Commitment Agreement" means a New Commitment Agreement
      substantially in the form of Schedule 3.4(b), as executed pursuant to
      Section 3.4(b).

            "Note" or "Notes" means any Revolving Note, any Competitive Note or
      the Swingline Note, as the context may require.

            "Notice of Borrowing" means a written notice of borrowing in
      substantially the form of Schedule 2.1(b)(i), as required by Section
      2.1(b)(i).

            "Notice of Extension/Conversion" means the written notice of
      extension or conversion in substantially the form of Schedule 3.2, as
      required by Section 3.2.

                                     - 14 -



            "Participation Interest" means, the extension of credit by a Lender
      by way of a purchase of a participation in any Swingline Loans as provided
      in Section 2.3(b)(iii) or in any Loans as provided in Section 3.13.

            "PBGC" means the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

            "Permitted Liens" means:

                  (i)   Liens in favor of the Administrative Agent on behalf of
            the Lenders;

                  (ii)  Liens (other than Liens created or imposed under ERISA)
            for taxes, assessments or governmental charges or levies not yet due
            or Liens for taxes being contested in good faith by appropriate
            proceedings for which adequate reserves determined in accordance
            with GAAP have been established (and as to which the Property
            subject to any such Lien is not yet subject to foreclosure, sale or
            loss on account thereof);

                  (iii) statutory Liens of landlords and Liens of carriers,
            warehousemen, mechanics, materialmen and suppliers and other Liens
            imposed by law or pursuant to customary reservations or retentions
            of title arising in the ordinary course of business, provided that
            any such Liens which are material secure only amounts not yet due
            and payable or, if due and payable, are unfiled and no other action
            has been taken to enforce the same or are being contested in good
            faith by appropriate proceedings for which adequate reserves
            determined in accordance with GAAP have been established (and as to
            which the Property subject to any such Lien is not yet subject to
            foreclosure, sale or loss on account thereof);

                  (iv)  Liens (other than Liens created or imposed under ERISA)
            incurred or deposits made by the Borrower and its Subsidiaries in
            the ordinary course of business in connection with workers'
            compensation, unemployment insurance and other types of social
            security, or to secure the performance of tenders, statutory
            obligations, bids, leases, government contracts, performance and
            return-of-money bonds and other similar obligations (exclusive of
            obligations for the payment of borrowed money);

                  (v)   Liens in connection with attachments or judgments
            (including judgment or appeal bonds) provided that the judgments
            secured shall, within 30 days after the entry thereof, have been
            discharged or execution thereof stayed pending appeal, or shall have
            been discharged within 30 days after the expiration of any such
            stay;

                  (vi)  easements, rights-of-way, restrictions (including zoning
            restrictions), minor defects or irregularities in title and other
            similar charges or encumbrances not, in any material respect,
            impairing the use of the encumbered Property for its intended
            purposes;

                                     - 15 -



                  (vii) leases or subleases granted to others not interfering in
            any material respect with the business of the Borrower and its
            Subsidiaries taken as a whole;

                  (viii) Liens in favor of customs and revenue authorities
            arising as a matter of law to secure payment of customs duties in
            connection with the importation of goods;

                  (ix)  Liens on assets at the time such assets are acquired by
            the Borrower or any Subsidiary in accordance with Section 7.3(d);
            provided that such Liens are not created in contemplation of such
            acquisition;

                  (x)   Liens on assets of any Person at the time such Person
            becomes a Subsidiary in accordance with Section 7.3(d); provided
            that such Liens are not created in contemplation of such Person
            becoming a Subsidiary;

                  (xi)  normal and customary rights of setoff upon deposits of
            cash in favor of banks or other depository institutions;

                  (xii) Liens on receivables sold pursuant to a Commercial
            Credit Business Arrangement;

                  (xiii) Liens on inventory held by the Borrower or any of its
            Subsidiaries under consignment;

                  (xiv) Liens on any inventory of the Borrower or any of its
            Subsidiaries in favor of a vendor of such inventory, arising in the
            normal course of business upon its sale to the Borrower or any such
            Subsidiary; and

                  (xv)  other Liens on Property of the Borrower and its
            Subsidiaries, so long as the Borrower and its Subsidiaries own at
            all times Property (a) unencumbered by any Liens other than Liens
            permitted by clauses (i) through (xiv) above and (b), having an
            aggregate fair market value of at least $2,000,000,000.

            "Person" means any individual, partnership, joint venture, firm,
      corporation, limited liability company, association, trust or other
      enterprise (whether or not incorporated) or any Governmental Authority.

            "Plan" means any employee benefit plan (as defined in Section 3(3)
      of ERISA) which is covered by ERISA and with respect to which the
      Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or, if
      such plan were terminated at such time, would under Section 4069 of ERISA
      be deemed to be) an "employer" within the meaning of Section 3(5) of
      ERISA.

            "Pricing Level" means the applicable pricing level for the
      Applicable Percentage shown in Schedule 1.1.

                                     - 16 -



            "Prime Rate" means the rate of interest per annum publicly announced
      or established from time to time by Fleet as its prime rate in effect at
      its principal office in Boston, Massachusetts, with each change in the
      Prime Rate being effective on the date such change is publicly announced
      as effective (it being understood and agreed that the Prime Rate is a
      reference rate used by Fleet in determining interest rates on certain
      loans and is not intended to be the lowest rate of interest charged on any
      extension of credit by Fleet to any debtor).

            "Property" means any interest in any kind of property or asset,
      whether real, personal or mixed, or tangible or intangible.

            "Quoted Rate" means, with respect to any Quoted Rate Swingline Loan,
      the fixed percentage rate per annum offered by the Swingline Lender and
      accepted by the Borrower with respect to such Swingline Loan as provided
      in accordance with the provisions of Section 2.3.

            "Quoted Rate Swingline Loan" means a Swingline Loan bearing interest
      at a Quoted Rate.

            "Register" shall have the meaning given such term in Section
      10.3(c).

            "Regulation D, T, U, or X" means Regulation D, T, U or X,
      respectively, of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion thereof.

            "Release" means any spilling, leaking, pumping, pouring, emitting,
      emptying, discharging, injecting, escaping, leaching, dumping or disposing
      into the environment (including the abandonment or discarding of barrels,
      containers and other closed receptacles containing any Materials of
      Environmental Concern).

            "Reorganization" shall have the meaning specified in Section 7.03.

            "Reportable Event" means any of the events set forth in Section
      4043(c) of ERISA, other than those events as to which the notice
      requirement has been waived by regulation.

            "Required Lenders" means, at any time, Lenders which are then in
      compliance with their obligations hereunder (as determined by the
      Administrative Agent) and holding in the aggregate more than 50% of (i)
      the Commitment Percentages or (ii) if the Commitments have been
      terminated, the outstanding Loans and Participation Interests.

            "Requirement of Law" means, as to any Person, the certificate of
      incorporation and by-laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation or determination
      of an arbitrator or a court or other Governmental Authority, in each case
      applicable to or binding upon such Person or any of its material property
      is subject.

                                     - 17 -



            "Revolving Commitment" means, with respect to each Lender, the
      commitment of such Lender in an aggregate principal amount at any time
      outstanding not to exceed the amount set forth opposite such Lender's name
      on Schedule 2.1(a) (as such amount may be reduced or increased from time
      to time in accordance with the provisions of this Credit Agreement), (i)
      to make Revolving Loans in accordance with the provisions of Section
      2.1(a), (ii) to purchase participation interests in Letters of Credit in
      accordance with the provisions of Section 2.4(c), and (iii) to purchase
      participation interests in the Swingline Loans in accordance with the
      provisions of Section 2.3(b)(iii).

            "Revolving Committed Amount" shall have the meaning assigned to such
      term in Section 2.1(a).

            "Revolving Loans" shall have the meaning assigned to such term in
      Section 2.1(a).

            "Revolving Note" means a promissory note of the Borrower in favor of
      a Lender delivered pursuant to Section 2.1(e) and evidencing the Revolving
      Loans of such Lender, as such promissory note may be amended, modified,
      restated or replaced from time to time.

            "S&P" means Standard & Poor's Ratings Services, a division of The
      McGraw-Hill Companies, Inc., or any successor or assignee of the business
      of such division in the business of rating securities.

            "SPV" has the meaning set forth in Section 10.3(e).

            "Single Employer Plan" means any Plan which is covered by Title IV
      of ERISA, but which is not a Multiemployer Plan or a Multiple Employer
      Plan.

            "Subsidiary" means, as to any Person, (a) any corporation more than
      50% of whose stock of any class or classes having by the terms thereof
      ordinary voting power to elect a majority of the directors of such
      corporation (irrespective of whether or not at the time, any class or
      classes of such corporation shall have or might have voting power by
      reason of the happening of any contingency) is at the time owned by such
      Person directly or indirectly through Subsidiaries, and (b) any
      partnership, association, joint venture or other entity in which such
      Person directly or indirectly through Subsidiaries has more than 50%
      equity interest at any time.

            "SunTrust" means SunTrust Bank and its successors.

            "Swingline Commitment" means the commitment of the Swingline Lender
      to make Swingline Loans in an aggregate principal amount at any time
      outstanding of up to the Swingline Committed Amount.

            "Swingline Committed Amount" shall have the meaning assigned to such
      term in Section 2.3(a).

            "Swingline Lender" means Fleet.

                                     - 18 -



            "Swingline Loan" shall have the meaning assigned to such term in
      Section 2.3(a).

            "Swingline Note" means the promissory note of the Borrower in favor
      of the Swingline Lender in the original principal amount of $50,000,000,
      as such promissory note may be amended, modified, restated or replaced
      from time to time.

            "Syndication Agent" means Citicorp USA, Inc., together with any
      successors and assigns.

            "Terminating Lenders" shall have the meaning specified in Section
      3.4(e).

            "Termination Date" means May 17, 2009, as such date may be extended
      pursuant to Section 3.4(c).

            "Utilization Fee" shall have the meaning set forth in Section
      3.5(c).

            "Utilization Fee Period" shall have the meaning assigned to such
      term in Section 3.5(c).

      1.2   COMPUTATION OF TIME PERIODS.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding."

      1.3   ACCOUNTING TERMS.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 6.1
hereof (or, prior to the delivery of the first financial statements pursuant to
Section 6.1 hereof, consistent with the financial statements as at August 30,
2003); provided, however, if (a) the Borrower shall object to determining such
compliance on such basis at the time of delivery of such financial statements
due to any change in GAAP or the rules promulgated with respect thereto or (b)
the Administrative Agent or the Required Lenders shall so object in writing
within 30 days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Borrower to the Lenders as to which no such
objection shall have been made.

      1.4   TIME OF DAY.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

                                     - 19 -



                                    SECTION 2

                                CREDIT FACILITIES

      2.1   REVOLVING LOANS.

            (a)   Revolving Commitment. Subject to the terms and conditions
      hereof and in reliance upon the representations and warranties set forth
      herein, each Lender severally agrees to make available to the Borrower
      revolving credit loans requested by the Borrower in Dollars ("Revolving
      Loans") up to such Lender's Revolving Commitment from time to time from
      the Closing Date until the Termination Date, or such earlier date as the
      Revolving Commitments shall have been terminated as provided herein for
      the purposes hereinafter set forth; provided, however, that the sum of the
      aggregate principal amount of outstanding Revolving Loans shall not exceed
      SEVEN HUNDRED MILLION DOLLARS ($700,000,000.00) (as such aggregate maximum
      amount may be reduced or increased from time to time as provided in
      Sections 3.3 and 3.4, the "Revolving Committed Amount"); provided,
      further, (i) with regard to each Lender individually, such Lender's
      outstanding Revolving Loans shall not exceed such Lender's Revolving
      Commitment, and (ii) with regard to the Lenders collectively, the sum of
      the aggregate principal amount of outstanding Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans plus the
      aggregate principal amount of outstanding Swingline Loans plus the L/C
      Obligations outstanding shall not at any time exceed the Revolving
      Committed Amount. Revolving Loans may consist of Base Rate Loans or
      Eurodollar Loans, or a combination thereof, as the Borrower may request,
      and may be repaid and reborrowed in accordance with the provisions hereof;
      provided, however, that no more than 25 Eurodollar Loans shall be
      outstanding hereunder at any time. For purposes hereof, Eurodollar Loans
      with different Interest Periods shall be considered as separate Eurodollar
      Loans, even if they begin on the same date, although borrowings,
      extensions and conversions may, in accordance with the provisions hereof,
      be combined at the end of existing Interest Periods to constitute a new
      Eurodollar Loan with a single Interest Period. Revolving Loans hereunder
      may be repaid and reborrowed in accordance with the provisions hereof.
      Notwithstanding the foregoing, the Borrower may not request any Loans
      hereunder while a Change of Control Standstill Period shall be in effect
      pursuant to Section 3.4(e) hereof.

            (b)   Revolving Loan Borrowings.

                  (i)   Notice of Borrowing. The Borrower shall request a
            Revolving Loan borrowing by written notice (or telephone notice
            promptly confirmed in writing) to the Administrative Agent not later
            than 11:30 A.M. on the Business Day of the requested borrowing in
            the case of Base Rate Loans, and not later than 2:00 P.M. on the
            second Business Day prior to the date of the requested borrowing in
            the case of Eurodollar Loans. Each such request for borrowing shall
            be irrevocable, executed by a Financial Officer of the Borrower and
            shall specify (A) that a Revolving Loan is requested, (B) the date
            of the requested borrowing (which shall be a Business

                                     - 20 -



            Day), (C) the aggregate principal amount to be borrowed, and (D)
            whether the borrowing shall be comprised of Base Rate Loans,
            Eurodollar Loans or a combination thereof, and if Eurodollar Loans
            are requested, the Interest Period(s) therefor. If the Borrower
            shall fail to specify in any such Notice of Borrowing (I) an
            applicable Interest Period in the case of a Eurodollar Loan, then
            such notice shall be deemed to be a request for an Interest Period
            of one month, or (II) the type of Revolving Loan requested, then
            such notice shall be deemed to be a request for a Base Rate Loan
            hereunder. The Administrative Agent shall give notice to each
            affected Lender promptly upon receipt of each Notice of Borrowing
            pursuant to this Section 2.1(b)(i), the contents thereof and each
            such Lender's share of any borrowing to be made pursuant thereto.

                  (ii)  Minimum Amounts. Each Eurodollar Loan or Base Rate Loan
            that is a Revolving Loan shall be in a minimum aggregate principal
            amount of $5,000,000 and integral multiples of $1,000,000 in excess
            thereof (or the remaining amount of the Revolving Committed Amount,
            if less).

                  (iii) Advances. Each Lender will make its Commitment
            Percentage of each Revolving Loan borrowing available to the
            Administrative Agent for the account of the Borrower as specified in
            Section 3.14(a), or in such other manner as the Administrative Agent
            may specify in writing, by 1:00 P.M. on the date specified in the
            applicable Notice of Borrowing in Dollars and in funds immediately
            available to the Administrative Agent. Such borrowing will then be
            made available to the Borrower by the Administrative Agent by
            crediting the Master Account with the aggregate of the amounts made
            available to the Administrative Agent by the Lenders and in like
            funds as received by the Administrative Agent.

            (c)   Repayment. The principal amount of all Revolving Loans shall
      be due and payable in full on the Termination Date, subject to the
      provisions of Sections 3.4(c) and (e).

            (d)   Interest. Subject to the provisions of Section 3.1,

                  (i)   Base Rate Loans. During such periods as Revolving Loans
            shall be comprised in whole or in part of Base Rate Loans, such Base
            Rate Loans shall bear interest at a per annum rate equal to the Base
            Rate plus the Applicable Percentage; and

                  (ii)  Eurodollar Loans. During such periods as Revolving Loans
            shall be comprised in whole or in part of Eurodollar Loans, such
            Eurodollar Loans shall bear interest at a per annum rate equal to
            the Eurodollar Rate plus the Applicable Percentage.

            Interest on Revolving Loans shall be payable in arrears on each
      applicable Interest Payment Date (or at such other times as may be
      specified herein).

                                     - 21 -



            (e)   Revolving Notes. The Revolving Loans made by each Lender shall
      be evidenced by a duly executed promissory note of the Borrower to such
      Lender in an original principal amount equal to such Lender's Revolving
      Commitment and in substantially the form of Schedule 2.1(e).

      2.2   COMPETITIVE LOAN SUBFACILITY.

            (a)   Competitive Loans. Subject to the terms and conditions and
      relying upon the representations and warranties herein set forth, the
      Borrower may, from time to time from the Closing Date until the
      Termination Date, request and each Lender may, in its sole discretion,
      agree to make, Competitive Loans in Dollars to the Borrower; provided,
      however, that (i) the aggregate principal amount of outstanding
      Competitive Loans shall not at any time exceed the Revolving Committed
      Amount, and (ii) the sum of the aggregate principal amount of outstanding
      Revolving Loans plus the aggregate principal amount of outstanding
      Competitive Loans plus the aggregate principal amount of outstanding
      Swingline Loans plus the L/C Obligations outstanding shall not at any time
      exceed the Revolving Committed Amount. Each Competitive Loan shall be not
      less than $10,000,000 in the aggregate and integral multiples of
      $1,000,000 in excess thereof (or the remaining portion of the Revolving
      Committed Amount, if less). Notwithstanding the foregoing, the Borrower
      may not request any Loans hereunder while a Change of Control Standstill
      Period shall be in effect pursuant to Section 3.4(e) hereof.

            (b)   Competitive Bid Requests. The Borrower may solicit by making a
      written or telefax request to all of the Lenders for a Competitive Loan.
      To be effective, such request must be received by each of the Lenders by
      2:00 P.M. one Business Day prior to the date of the requested borrowing
      and must specify (i) that a Competitive Loan is requested, (ii) the amount
      of such Competitive Loan and (iii) the Interest Period for such
      Competitive Loan.

            (c)   Competitive Bids. Upon receipt of a request by the Borrower
      for a Competitive Loan, each Lender may, in its sole discretion, submit a
      Competitive Bid containing an offer to make a Competitive Loan in an
      amount up to the amount specified in the related request for Competitive
      Loans. Such Competitive Bid shall be submitted to the Borrower by
      telephone notice (to be immediately confirmed by telecopy) by 10:30 A.M.
      on the date of the requested Competitive Loan. Competitive Bids so made
      shall be irrevocable. Each Competitive Bid shall specify (i) the date of
      the proposed Competitive Loan, (ii) the maximum and minimum principal
      amounts of the Competitive Loan for which such offer is being made (which
      may be for all or a part of (but not more than) the amount requested by
      the Borrower), (iii) the applicable Competitive Bid Rate, and (iv) the
      applicable Interest Period.

            (d)   Acceptance of Competitive Bids. The Borrower may, before 1:00
      P.M. on the date of the requested Competitive Loan, accept any Competitive
      Bid by giving the applicable Lender and the Administrative Agent telephone
      notice (immediately confirmed in writing) of (i) the Lender or Lenders
      whose Competitive Bid(s) is/are accepted, (ii) the principal amount of the
      Competitive Bid(s) so accepted and (iii) the Interest Period of the
      Competitive Bid(s) so accepted. The Borrower may accept any Competitive
      Bid in whole

                                     - 22 -



      or in part; provided, however, that (a) the principal amount of each
      Competitive Loan may not exceed the maximum amount offered in the
      Competitive Bid and may not be less than the minimum amount offered in the
      Competitive Bid, (b) the principal amount of each Competitive Loan may not
      exceed the total amount requested pursuant to subsection (a) above, (c)
      the Borrower shall not accept a Competitive Bid made at a particular
      Competitive Bid Rate if it has decided to reject a Competitive Bid made at
      a lower Competitive Bid Rate and (d) if the Borrower shall accept a
      Competitive Bid or Bids made at a particular Competitive Bid Rate but the
      amount of such Competitive Bid or Bids shall cause the total amount of
      Competitive Bids to be accepted by the Borrower to exceed the total amount
      requested pursuant to subsection (a) above, then the Borrower shall accept
      a portion of such Competitive Bid or Bids in an amount equal to the total
      amount requested pursuant to subsection (a) above less the amount of other
      Competitive Bids accepted with respect to such request, which acceptance,
      in the case of multiple Competitive Bids at the same Competitive Bid Rate,
      shall be made pro rata in accordance with each such Competitive Bid at
      such Competitive Bid Rate. Competitive Bids so accepted by the Borrower
      shall be irrevocable.

            (e)   Funding of Competitive Loans. Upon acceptance by the Borrower
      pursuant to subsection (d) above of all or a portion of any Lender's
      Competitive Bid, such Lender shall, before such time as determined by such
      Lender in accordance with such Lender's customary practices, on the date
      of the requested Competitive Loan, make such Competitive Loan available by
      crediting the Master Account with the amount of such Competitive Loan.

            (f)   Competitive Notes. The Competitive Loans of each Lender shall
      be evidenced by a single Competitive Note duly executed on behalf of the
      Borrower, dated the date hereof, in substantially the form of Schedule
      2.2(f), payable to the order of such Lender.

            (g)   Repayment of Competitive Loans. The Borrower shall repay to
      each Lender which has made a Competitive Loan on the last day of the
      Interest Period for such Competitive Loan the then unpaid principal amount
      of such Competitive Loan. Unless the Borrower shall repay the maturing
      Competitive Loan or give to notice to the Administrative Agent of its
      intent to otherwise repay such Loan not later than 11:30 A.M. on the last
      day of the Interest Period, the Borrower shall be deemed to have requested
      a Revolving Loan advance comprised of Base Rate Loans in the amount of the
      maturing Competitive Loan, the proceeds of which will be used to repay
      such Competitive Loan.

            (h)   Interest on Competitive Loans. The Borrower shall pay interest
      to each Lender on the unpaid principal amount of each Competitive Loan
      from and including the date of such Competitive Loan to but excluding the
      stated maturity date thereof, at the applicable Competitive Bid Rate for
      such Competitive Loan (computed on the basis of the actual number of days
      elapsed over a year of 360 days). Interest on Competitive Loans shall be
      payable in arrears on each applicable Interest Payment Date (or at such
      other times as may be specified herein).

            (i)   Limitation on Number of Competitive Loans. The Borrower shall
      not request a Competitive Loan if, assuming the maximum amount of
      Competitive Loans so

                                     - 23 -



      requested is borrowed as of the date of such request, the sum of the
      aggregate principal amount of outstanding Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans plus the
      aggregate principal amount of outstanding Swingline Loans plus the L/C
      Obligations outstanding would exceed the aggregate Revolving Committed
      Amount.

            (j)   Change in Procedures for Requesting Competitive Loans. The
      Borrower and the Lenders hereby agree that, notwithstanding any other
      provision to the contrary contained in this Credit Agreement, upon mutual
      agreement of the Administrative Agent and the Borrower and written notice
      by the Administrative Agent to the Lenders, all further requests by the
      Borrower for Competitive Loans shall be made by the Borrower to the
      Lenders through the Administrative Agent in accordance with such
      procedures as shall be prescribed by the Administrative Agent and
      acceptable to the Borrower and each Lender.

      2.3   SWINGLINE LOAN SUBFACILITY.

            (a)   Swingline Commitment. Subject to the terms and conditions
      hereof and in reliance upon the representations and warranties herein set
      forth, the Swingline Lender, in its individual capacity, agrees to make
      certain revolving credit loans requested by the Borrower in Dollars to the
      Borrower (each a "Swingline Loan" and, collectively, the "Swingline
      Loans") from time to time from the Closing Date until the Termination Date
      for the purposes hereinafter set forth; provided, however, (i) the
      aggregate principal amount of Swingline Loans outstanding at any time
      shall not exceed FIFTY MILLION DOLLARS ($50,000,000.00) (the "Swingline
      Committed Amount"), and (ii) the sum of the aggregate principal amount of
      outstanding Revolving Loans plus the aggregate principal amount of
      outstanding Competitive Loans plus the aggregate principal amount of
      outstanding Swingline Loans plus the L/C Obligations outstanding shall not
      exceed the Revolving Committed Amount. Swingline Loans hereunder shall be
      made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower may
      request in accordance with the provisions of this Section 2.3, and may be
      repaid and reborrowed in accordance with the provisions hereof.
      Notwithstanding the foregoing, the Borrower may not request any Loans
      hereunder while a Change of Control Standstill Period shall be in effect
      pursuant to Section 3.4(e) hereof.

            (b)   Swingline Loan Advances.

                  (i)   Notices; Disbursement. Whenever the Borrower desires a
            Swingline Loan advance hereunder it shall give written notice (or
            telephone notice promptly confirmed in writing) to the Swingline
            Lender not later than 2:00 P.M. on the Business Day of the requested
            Swingline Loan advance. Each such notice shall be irrevocable and
            shall specify (A) that a Swingline Loan advance is requested, (B)
            the date of the requested Swingline Loan advance (which shall be a
            Business Day) and (C) the principal amount of the Swingline Loan
            advance requested. Each Swingline Loan shall be made as a Base Rate
            Loan or a Quoted Rate Swingline Loan and shall have such maturity
            date as the Swingline Lender and the Borrower shall agree upon
            receipt by the Swingline Lender of any such notice from the
            Borrower. The

                                     - 24 -



            Swingline Lender shall initiate the transfer of funds representing
            the Swingline Loan advance to the Master Account by 3:30 P.M. on the
            Business Day of the requested borrowing.

                  (ii)  Minimum Amounts. Each Swingline Loan advance shall be in
            a minimum principal amount of $1,000,000 and in integral multiples
            of $1,000,000 in excess thereof (or the remaining amount of the
            Swingline Committed Amount, if less).

                  (iii) Repayment of Swingline Loans. The principal amount of
            all Swingline Loans shall be due and payable on the earlier of (A)
            the maturity date agreed to by the Swingline Lender and the Borrower
            with respect to such Loan (which maturity date shall not be a date
            more than seven (7) Business Days from the date of advance thereof),
            (B) the Termination Date, or (C) the demand of the Swingline Lender.
            The Swingline Lender may, at any time, in its sole discretion, by
            written notice to the Borrower and the Lenders, demand repayment of
            its Swingline Loans by way of a Revolving Loan advance, in which
            case the Borrower shall be deemed to have requested a Revolving Loan
            advance comprised solely of Base Rate Loans in the amount of such
            Swingline Loans; provided, however, that any such demand shall be
            deemed to have been given one Business Day prior to the Termination
            Date and on the date of the occurrence of any Event of Default
            described in Section 8.1 and upon acceleration of the indebtedness
            hereunder and the exercise of remedies in accordance with the
            provisions of Section 8.2. Each Lender hereby irrevocably agrees to
            make its pro rata share of each such Revolving Loan in the amount,
            in the manner and on the date specified in the preceding sentence
            notwithstanding (I) the amount of such borrowing may not comply with
            the minimum amount for advances of Revolving Loans otherwise
            required hereunder, (II) whether any conditions specified in Section
            4.2 are then satisfied, (III) whether a Default or an Event of
            Default then exists, (IV) failure of any such request or deemed
            request for Revolving Loan to be made by the time otherwise required
            hereunder, (V) whether the date of such borrowing is a date on which
            Revolving Loans are otherwise permitted to be made hereunder or (VI)
            any termination of the Commitments relating thereto immediately
            prior to or contemporaneously with such borrowing. In the event that
            any Revolving Loan cannot for any reason be made on the date
            otherwise required above (including, without limitation, as a result
            of the commencement of a proceeding under the Bankruptcy Code with
            respect to the Borrower), then each Lender hereby agrees that it
            shall forthwith purchase (as of the date such borrowing would
            otherwise have occurred, but adjusted for any payments received from
            the Borrower on or after such date and prior to such purchase) from
            the Swingline Lender such participations in the outstanding
            Swingline Loans as shall be necessary to cause each such Lender to
            share in such Swingline Loans ratably based upon its Commitment
            Percentage (determined before giving effect to any termination of
            the Commitments pursuant to Section 3.4), provided that (A) all
            interest payable on the Swingline Loans shall be for the account of
            the Swingline Lender until the date as of which the respective
            participation is purchased and (B) at the time any purchase of
            participations pursuant to this sentence is actually made,

                                     - 25 -



            the purchasing Lender shall be required to pay to the Swingline
            Lender, to the extent not paid to the Swingline Lender by the
            Borrower in accordance with the terms of subsection (c)(ii) hereof,
            interest on the principal amount of participation purchased for each
            day from and including the day upon which such borrowing would
            otherwise have occurred to but excluding the date of payment for
            such participation, at the rate equal to the Federal Funds Rate.

            (c)   Interest on Swingline Loans.

                  (i)   Subject to the provisions of Section 3.1, each Swingline
            Loan shall bear interest as follows:

                        (A)   Base Rate Loans. If such Swingline Loan is a Base
                  Rate Loan, at a per annum rate (computed on the basis of the
                  actual number of days elapsed over a year of 365 days) equal
                  to the Base Rate plus the Applicable Percentage.

                        (B)   Quoted Rate Swingline Loans. If such Swingline
                  Loan is a Quoted Rate Swingline Loan, at a per annum rate
                  (computed on the basis of the actual number of days elapsed
                  over a year of 360 days) equal to the Quoted Rate applicable
                  thereto.

            Notwithstanding any other provision to the contrary set forth in
            this Credit Agreement, in the event that the principal amount of any
            Quoted Rate Swingline Loan is not repaid on the last day of the
            Interest Period for such Loan, then such Loan shall be automatically
            converted into a Base Rate Loan at the end of such Interest Period.

                  (ii)  Payment of Interest. Interest on Swingline Loans shall
            be payable in arrears on each applicable Interest Payment Date (or
            at such other times as may be specified herein).

            (d)   Swingline Note. The Swingline Loans shall be evidenced by a
      duly executed promissory note of the Borrower to the Swingline Lender in
      an original principal amount equal to the Swingline Committed Amount
      substantially in the form of Schedule 2.3(d).

      2.4   LETTERS OF CREDIT.

            (a)   The Letter of Credit Commitment.

                  (i)   Subject to the terms and conditions set forth herein,
            (A) each L/C Issuer agrees, in reliance upon the agreements of the
            other Lenders set forth in this Section 2.4, (1) from time to time
            on any Business Day during the period from the Closing Date until
            the Letter of Credit Expiration Date, to issue a requested Letter of
            Credit for the account of the Borrower, and to amend or renew

                                     - 26 -



            a Letter of Credit previously issued by such L/C Issuer, in
            accordance with subsection (b) below, and (2) to honor drafts under
            any Letter of Credit such L/C Issuer has issued; and (B) the Lenders
            severally agree to participate in Letters of Credit issued for the
            account of the Borrower; provided that no L/C Issuer shall be
            obligated to make any L/C Credit Extension with respect to any
            Letter of Credit, and no Lender shall be obligated to participate in
            any Letter of Credit, to the extent that, as of the date of such L/C
            Credit Extension, (x) the sum of the aggregate principal amount of
            outstanding Revolving Loans plus the aggregate principal amount of
            outstanding Swingline Loans plus the aggregate principal amount of
            the Competitive Loans plus L/C Obligations outstanding shall exceed
            the Revolving Committed Amount or (y) the L/C Obligations would
            exceed the Letter of Credit Sublimit. Within the foregoing limits,
            and subject to the terms and conditions hereof, the Borrower's
            ability to obtain Letters of Credit shall be fully revolving, and
            accordingly the Borrower may, during the foregoing period, obtain
            Letters of Credit to replace Letters of Credit that have expired or
            that have been drawn upon and reimbursed. All Existing Letters of
            Credit shall be deemed to have been issued pursuant hereto, and from
            and after the Closing Date shall be subject to and governed by the
            terms and conditions hereof. Notwithstanding the foregoing, the
            Borrower may not request any Letters of Credit hereunder while a
            Change of Control Standstill Period shall be in effect pursuant to
            Section 3.4(e) hereof.

                  (ii)  No L/C Issuer shall be under any obligation to issue any
            Letter of Credit if:

                        (A)   any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain such L/C Issuer from issuing such Letter of
                  Credit, or any law applicable to such L/C Issuer or any
                  request or directive (whether or not having the force of law)
                  from any Governmental Authority with jurisdiction over such
                  L/C Issuer shall prohibit, or request that such L/C Issuer
                  refrain from, the issuance of letters of credit generally or
                  such Letter of Credit in particular or shall impose upon such
                  L/C Issuer with respect to such Letter of Credit any
                  restriction, reserve or capital requirement (for which such
                  L/C Issuer is not otherwise compensated hereunder) not in
                  effect on the Closing Date, or shall impose upon such L/C
                  Issuer any unreimbursed loss, cost or expense which was not
                  applicable on the Closing Date and which such L/C Issuer in
                  good faith deems material to it;

                        (B)   the expiry date of such requested Letter of Credit
                  would occur more than eighteen months after the date of
                  issuance or last renewal, unless the Required Lenders have
                  approved such expiry date;

                        (C)   the expiry date of such requested Letter of Credit
                  would occur after the Letter of Credit Expiration Date, unless
                  all the Lenders have approved such expiry date (pursuant to
                  additional documentation in

                                     - 27 -



                  form and substance satisfactory to the Administrative Agent
                  and the applicable L/C Issuer); or

                        (D)   such Letter of Credit is in a face amount less
                  than $100,000, in the case of a commercial Letter of Credit,
                  or $100,000, in the case of a standby Letter of Credit, or is
                  to be denominated in a currency other than Dollars.

                  (iii) No L/C Issuer shall be under any obligation to amend any
            Letter of Credit if (A) such L/C Issuer would have no obligation at
            such time to issue such Letter of Credit in its amended form under
            the terms hereof, or (B) the beneficiary of such Letter of Credit
            does not accept the proposed amendment to such Letter of Credit.

            (b)   Procedures for Issuance and Amendment of Letters of Credit;
      Auto-Renewal Letters of Credit.

                  (i)   Each Letter of Credit shall be issued or amended, as the
            case may be, upon the request of the Borrower delivered to an L/C
            Issuer (with a copy to the Administrative Agent) in the form of a
            Letter of Credit Application, appropriately completed and signed by
            a Financial Officer of the Borrower. Such L/C Application must be
            received by such L/C Issuer and the Administrative Agent not later
            than 11:00 A.M. at least three Business Days prior to the proposed
            issuance date or date of amendment, as the case may be. In the case
            of a request for an initial issuance of a Letter of Credit, such
            Letter of Credit Application shall specify in form and detail
            satisfactory to such L/C Issuer: (A) the proposed issuance date of
            the requested Letter of Credit (which shall be a Business Day); (B)
            the amount thereof; (C) the expiry date thereof; (D) the name and
            address of the beneficiary thereof; (E) the documents to be
            presented by such beneficiary in case of any drawing thereunder; (F)
            the full text of any certificate to be presented by such beneficiary
            in case of any drawing thereunder; and (G) such other matters as
            such L/C Issuer may require. In the case of a request for an
            amendment of any outstanding Letter of Credit, such Letter of Credit
            Application shall specify in form and detail satisfactory to the
            applicable L/C Issuer (A) the Letter of Credit to be amended; (B)
            the proposed date of amendment thereof (which shall be a Business
            Day); (C) the nature of the proposed amendment; and (D) such other
            matters as such L/C Issuer may require.

                  (ii)  Promptly after receipt of any Letter of Credit
            Application, the L/C Issuer receiving such Letter of Credit
            Application will confirm with the Administrative Agent (by telephone
            or in writing) that the Administrative Agent has received a copy of
            such Letter of Credit Application from the Borrower and, if not,
            such L/C Issuer will provide the Administrative Agent with a copy
            thereof. Upon receipt by such L/C Issuer of confirmation from the
            Administrative Agent that the requested issuance or amendment is
            permitted in accordance with the terms hereof (such confirmation
            shall be provided to such L/C Issuer no later than

                                     - 28 -



            the next Business Day following the Administrative Agent's receipt
            of a copy of such Letter of Credit Application), then, subject to
            the terms and conditions hereof, such L/C Issuer shall, on the
            requested date, issue a Letter of Credit for the account of the
            Borrower or enter into the applicable amendment, as the case may be,
            in each case in accordance with such L/C Issuer's usual and
            customary business practices. Immediately upon the issuance of each
            Letter of Credit, each Lender shall be deemed to, and hereby
            irrevocably and unconditionally agrees to, purchase from the issuing
            L/C Issuer a risk participation in such Letter of Credit in an
            amount equal to the product of such Lender's Commitment Percentage
            times the amount of such Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
            Credit Application, any L/C Issuer may, in its sole and absolute
            discretion, agree to issue a Letter of Credit that has automatic
            renewal provisions (each, an "Auto-Renewal Letter of Credit");
            provided that any such Auto-Renewal Letter of Credit must permit
            such L/C Issuer to prevent any such renewal at least once in each
            twelve-month period (commencing with the date of issuance of such
            Letter of Credit) by giving prior notice to the beneficiary thereof
            not later than a day (the "Nonrenewal Notice Date") in each such
            twelve-month period to be agreed upon at the time such Letter of
            Credit is issued. Unless otherwise directed by such L/C Issuer, the
            Borrower shall not be required to make a specific request to such
            L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
            Credit has been issued, the Lenders shall be deemed to have
            authorized (but may not require) such L/C Issuer to permit the
            renewal of such Letter of Credit at any time to an expiry date not
            later than the Letter of Credit Expiration Date; provided, however,
            that such L/C Issuer shall not permit any such renewal if (A) such
            L/C Issuer would have no obligation at such time to issue such
            Letter of Credit in its renewed form under the terms hereof, or (B)
            it has received notice (which may be by telephone or in writing) on
            or before the day that is two Business Days before the Nonrenewal
            Notice Date (1) from the Administrative Agent that the Required
            Lenders have elected not to permit such renewal or (2) from the
            Administrative Agent, any Lender or the Borrower that one or more of
            the applicable conditions specified in Section 4.2 is not then
            satisfied. No L/C Issuer shall be under any obligation to permit the
            renewal of an Auto-Renewal Letter of Credit if such L/C Issuer would
            have no obligation at such time to issue such Letter of Credit under
            the terms of this Section 2.4.

                  (iv)  Promptly after its delivery of any Letter of Credit or
            any amendment to a Letter of Credit to an advising bank with respect
            thereto or to the beneficiary thereof, each L/C Issuer will also
            deliver to the Borrower and the Administrative Agent a true and
            complete copy of such Letter of Credit or amendment. On the Business
            Day that is three Business Days prior to the last Business Day of
            each March, June, September and December, each L/C Issuer will
            deliver to the Administrative Agent a report of all outstanding
            Letters of Credit issued, delivered, extended and/or amended by such
            L/C Issuer for the current calendar quarter (or portion thereof),
            with an estimate of any activity that

                                     - 29 -



            is expected to occur during the remainder of such calendar quarter.
            The Administrative Agent shall maintain at one of its offices in
            Boston, Massachusetts a register for the recordation of the identity
            of the principal amount, type and undrawn amount of each Letter of
            Credit outstanding hereunder, the names and addresses of each
            beneficiary thereunder and the L/C Advances of the Lenders pursuant
            to the terms hereof from time to time (the "L/C Register").

            (c)   Drawings and Reimbursements; Funding of Participations.

                  (i)   Upon receipt from the beneficiary of any Letter of
            Credit of any notice of a drawing under such Letter of Credit, the
            applicable L/C Issuer shall notify the Borrower and the
            Administrative Agent thereof. Not later than 11:00 A.M. on the date
            of any payment by such L/C Issuer under a Letter of Credit (each
            such date, an "Honor Date"), the Borrower shall reimburse such L/C
            Issuer through the Administrative Agent in an amount equal to the
            amount of such drawing (it being understood that such reimbursement
            may be accomplished pursuant to the application of funds held in a
            cash collateral account in accordance with the documentation
            governing such account). If the Borrower fails to so reimburse such
            L/C Issuer through the Administrative Agent by such time, such L/C
            Issuer shall, prior to 11:30 A.M. on such date, so notify the
            Administrative Agent and the Administrative Agent shall promptly
            notify each Lender of the Honor Date, the amount of the unreimbursed
            drawing (the "Unreimbursed Amount"), and such Lender's Commitment
            Percentage thereof. In such event, the Borrower shall be deemed to
            have requested a Base Rate Loan to be disbursed on the Honor Date in
            an amount equal to the Unreimbursed Amount, without regard to the
            minimum and multiples specified in Section 2.1(b)(ii) for the
            principal amount of Base Rate Loans, but subject to the amount of
            the unutilized portion of the Revolving Committed Amount and the
            conditions set forth in Section 4.2 (other than the delivery of a
            Notice of Borrowing). Any notice given by any L/C Issuer or the
            Administrative Agent pursuant to this Section 2.4(c)(i) may be given
            by telephone if immediately confirmed in writing; provided that the
            lack of such an immediate confirmation shall not affect the
            conclusiveness or binding effect of such notice.

                  (ii)  Each Lender (including the Lender acting as L/C Issuer)
            shall upon any notice pursuant to Section 2.4(c)(i) make funds
            available to the Administrative Agent for the account of the issuing
            L/C Issuer in an amount equal to its Commitment Percentage of the
            Unreimbursed Amount not later than 1:00 p.m. on the Business Day
            specified in such notice by the Administrative Agent, whereupon,
            subject to the provisions of Section 2.4(c)(iii), each Lender that
            so makes funds available shall be deemed to have made a Base Rate
            Loan to the Borrower in such amount. The Administrative Agent shall
            remit the funds so received to such L/C Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
            fully refinanced by a Base Rate Loan because the conditions set
            forth in Section 4.2

                                     - 30 -



            cannot be satisfied or for any other reason, the Borrower shall be
            deemed to have incurred from the applicable L/C Issuer an L/C
            Borrowing in the amount of the Unreimbursed Amount that is not so
            refinanced, which L/C Borrowing shall be due and payable on demand
            (together with interest) and shall bear interest at the default rate
            as set forth in Section 3.1. In such event, the applicable L/C
            Issuer shall promptly notify the Administrative Agent, who in turn
            will promptly notify each Lender, and each Lender (including the
            Lender acting as L/C Issuer) that has not made funds available to
            such L/C Issuer pursuant to Section 2.4(c)(ii) shall, promptly upon
            any such notice, make funds available to the Administrative Agent
            for the account of such L/C Issuer in an amount equal to its
            Commitment Percentage of such L/C Borrowing, whereupon each Lender
            that so makes funds available shall be deemed to have made payment
            in respect of its participation in such L/C Borrowing and such
            payment shall constitute an L/C Advance from such Lender in
            satisfaction of its participation obligation under this Section 2.4.
            Likewise, to the extent a Lender has already made funds available
            pursuant to Section 2.4(c)(ii) in respect of any Unreimbursed Amount
            and such Unreimbursed Amount may not be refinanced by a Base Rate
            Loan because the conditions set forth in Section 4.2 cannot be
            satisfied or for any other reason, the funds made available by such
            Lender pursuant to Section 2.4(c)(ii) in respect of such
            Unreimbursed Amount shall be deemed payment in respect of its
            participation in the related L/C Borrowing and such payment shall
            constitute an L/C Advance from such Lender in satisfaction of its
            participation obligation under this Section 2.4. The Administrative
            Agent shall remit the funds so received to the applicable L/C
            Issuer.

                  (iv)  Until each Lender funds its Loan or L/C Advance pursuant
            to this Section 2.4(c) to reimburse the issuing L/C Issuer for any
            amount drawn under any Letter of Credit, interest in respect of such
            Lender's Commitment Percentage of such amount shall be solely for
            the account of such L/C Issuer.

                  (v)   Each Lender's obligation to make Base Rate Loans or L/C
            Advances to reimburse an L/C Issuer for amounts drawn under Letters
            of Credit, as contemplated by this Section 2.4(c), shall be absolute
            and unconditional and shall not be affected by any circumstance,
            including, without limitation, (A) any set-off, counterclaim,
            recoupment, defense or other right which such Lender may have
            against any L/C Issuer, the Borrower or any other Person for any
            reason whatsoever; (B) the occurrence or continuance of a Default or
            Event of Default, or (C) any other occurrence, event or condition,
            whether or not similar to any of the foregoing; provided, however,
            that each Lender's obligation to make Base Rate Loans pursuant to
            this Section 2.4(c) is subject to the conditions set forth in
            Section 4.2 (other than delivery by the Borrower of a Notice of
            Borrowing). Any such reimbursement shall not relieve or otherwise
            impair the obligation of the Borrower to reimburse any L/C Issuer
            for the amount of any payment made by such L/C Issuer under any
            Letter of Credit, together with interest as provided herein.

                                     - 31 -



                  (vi)  If any Lender fails to make available to the
            Administrative Agent for the account of any L/C Issuer any amount
            required to be paid by such Lender pursuant to the foregoing
            provisions of this Section 2.4(c) by the time specified in Section
            2.4(c)(ii), such L/C Issuer shall be entitled (acting through the
            Administrative Agent) to recover from such Lender, on demand, such
            amount with interest thereon for the period from the date such
            payment is required to the date on which such payment is immediately
            available to such L/C Issuer at a rate per annum equal to the
            Federal Funds Rate from time to time in effect. A certificate of
            such L/C Issuer submitted (through the Administrative Agent) to any
            Lender with respect to any amounts owing under this clause (vi)
            shall be conclusive absent manifest error.

                  (vii) With respect to any payment in respect of a Letter of
            Credit, each Lender (including the Lender acting as L/C Issuer)
            agrees to act in accordance with the ratable sharing of payments
            provisions set forth in Section 3.13.

            (d)   Repayment of Participations.

                  (i)   At any time after any L/C Issuer has made a payment
            under any Letter of Credit and has received from any Lender such
            Lender's L/C Advance in respect of such payment in accordance with
            Section 2.4(c), if the Administrative Agent receives for the account
            of such L/C Issuer any payment related to such Letter of Credit
            (whether directly from the Borrower or otherwise, including proceeds
            of Cash Collateral applied thereto by the Administrative Agent), or
            any payment of interest thereon, the Administrative Agent will
            distribute to such Lender its Commitment Percentage thereof in the
            same funds as those received by the Administrative Agent.

                  (ii)  If any payment received by the Administrative Agent for
            the account of any L/C Issuer pursuant to Section 2.4(c)(i) is
            required to be returned, each Lender shall pay to the Administrative
            Agent for the account of such L/C Issuer its Commitment Percentage
            thereof on demand of the Administrative Agent, plus interest thereon
            from the date of such demand to the date such amount is returned by
            such Lender, at a rate per annum equal to the Federal Funds Rate
            from time to time in effect.

            (e)   Obligations Absolute. In the absence of gross negligence or
      willful misconduct and subject to Section 2.4(h) regarding the
      applicability of "ISP98" and "UCP", the obligation of the Borrower to
      reimburse the applicable L/C Issuer for each drawing under each Letter of
      Credit, and to repay each L/C Borrowing and each drawing under a Letter of
      Credit that is refinanced by a Base Rate Loan, shall be absolute,
      unconditional and irrevocable, and shall be paid strictly in accordance
      with the terms of this Credit Agreement under all circumstances, including
      the following:

                  (i)   any lack of validity or enforceability of such Letter of
            Credit, this Credit Agreement, or any other agreement or instrument
            relating thereto;

                                     - 32 -



                  (ii)  the existence of any claim, counterclaim, set-off,
            defense or other right that the Borrower may have at any time
            against any beneficiary or any transferee of such Letter of Credit
            (or any Person for whom any such beneficiary or any such transferee
            may be acting), any L/C Issuer or any other Person, whether in
            connection with this Credit Agreement, the transactions contemplated
            hereby or by such Letter of Credit or any agreement or instrument
            relating thereto, or any unrelated transaction;

                  (iii) any draft, demand, certificate or other document
            presented under such Letter of Credit proving to be forged,
            fraudulent, invalid or insufficient in any respect or any statement
            therein being untrue or inaccurate in any respect; or any loss or
            delay in the transmission or otherwise of any document required in
            order to make a drawing under such Letter of Credit;

                  (iv)  any payment by any L/C Issuer under such Letter of
            Credit against presentation of a draft or certificate that appears
            on its face to be in order but that nevertheless does not strictly
            comply with the terms of such Letter of Credit; or any payment made
            by any L/C Issuer under such Letter of Credit to any Person
            purporting to be a trustee in bankruptcy, debtor-in-possession,
            assignee for the benefit of creditors, liquidator, receiver or other
            representative of or successor to any beneficiary or any transferee
            of such Letter of Credit, including any arising in connection with
            any proceeding under any debtor relief law; or

                  (v)   any other circumstance or happening whatsoever, whether
            or not similar to any of the foregoing, including any other
            circumstance that might otherwise constitute a defense available to,
            or a discharge of, the Borrower.

            The Borrower shall promptly examine a copy of each Letter of Credit
      and each amendment thereto that is delivered to it and, in the event of
      any claim of noncompliance with the Borrower's instructions or other
      irregularity, the Borrower will immediately notify the applicable L/C
      Issuer. The Borrower shall be conclusively deemed to have waived any such
      claim against the applicable L/C Issuer and its correspondents unless such
      notice is given as aforesaid.

            (f)   Role of L/C Issuers. Each Lender and the Borrower agree that,
      in paying any drawing under a Letter of Credit, the applicable L/C Issuers
      shall not have any responsibility to obtain any document (other than any
      sight draft, certificates and documents expressly required by the Letter
      of Credit) or to ascertain or inquire as to the validity or accuracy of
      any such document or the authority of the Person executing or delivering
      any such document. No L/C Issuer nor any Affiliate thereof nor any of the
      respective correspondents, participants or assignees of any L/C Issuer
      shall be liable to any Lender for (i) any action taken or omitted in
      connection herewith at the request or with the approval of the Lenders or
      the Required Lenders, as applicable; (ii) any action taken or omitted in
      the absence of gross negligence or willful misconduct; or (iii) the due
      execution, effectiveness, validity or enforceability of any document or
      instrument related

                                     - 33 -



      to any Letter of Credit or Letter of Credit Application. The Borrower
      hereby assumes all risks of the acts or omissions of any beneficiary or
      transferee with respect to its use of any Letter of Credit (other than the
      presentation of any sight draft, certificates and documents expressly
      required by the Letter of Credit); provided, however, that this assumption
      is not intended to, and shall not, preclude the Borrower's pursuing such
      rights and remedies as it may have against the beneficiary or transferee
      at law or under any other agreement. No L/C Issuer nor any Affiliate
      thereof, nor any of the respective correspondents, participants or
      assignees of any L/C Issuer, shall be liable or responsible for any of the
      matters described in clauses (i) through (v) of Section 2.4(e); provided,
      however, that anything in such clauses to the contrary notwithstanding,
      the Borrower may have a claim against an L/C Issuer, and such L/C Issuer
      may be liable to the Borrower, to the extent, but only to the extent, of
      any direct, as opposed to consequential or exemplary, damages suffered by
      the Borrower which the Borrower proves were caused by such L/C Issuer's
      willful misconduct or gross negligence or such L/C Issuer's willful
      failure to pay under any Letter of Credit after the presentation to it by
      the beneficiary of a sight draft and certificate(s) strictly complying
      with the terms and conditions of a Letter of Credit. In furtherance and
      not in limitation of the foregoing, any L/C Issuer may accept documents
      that appear on their face to be in order, without responsibility for
      further investigation, regardless of any notice or information to the
      contrary, and such L/C Issuer shall not be responsible for the validity or
      sufficiency of any instrument transferring or assigning or purporting to
      transfer or assign a Letter of Credit or the rights or benefits thereunder
      or proceeds thereof, in whole or in part, which may prove to be invalid or
      ineffective for any reason.

            (g)   Cash Collateral.

                  (i)   Upon the request of the Administrative Agent, (x) if an
            L/C Issuer has honored any full or partial drawing request under any
            Letter of Credit and such drawing has resulted in an L/C Borrowing,
            or (y) if, as of (I) the Letter of Credit Expiration Date or (II) a
            termination of the Commitments and an acceleration of the Borrower's
            obligations pursuant to Section 8.2, any Letter of Credit may for
            any reason remain outstanding and partially or wholly undrawn, the
            Borrower shall immediately repay the then outstanding amount of all
            L/C Borrowings and/or Cash Collateralize the then outstanding amount
            of all L/C Obligations, as applicable (in an amount equal to such
            outstanding amount determined as of the date of such L/C Borrowing,
            the Letter of Credit Expiration Date or date of termination of the
            Commitments and acceleration of the Borrower's obligations pursuant
            to Section 8.2, as the case may be, such amount to be applied in the
            manner set forth in Section 3.3(b)(iv)).

                  (ii)  Upon the (x) termination or expiration of any Letter of
            Credit, the Administrative Agent shall return and release to the
            Borrower the amounts Cash Collateralized equal to the L/C Obligation
            associated with the terminated or expired Letter of Credit (but only
            to the extent that all remaining L/C Obligations that are then
            required to be Cash Collateralized under this Credit Agreement are
            fully Cash Collateralized) or (y) payment in full in cash of all of
            the obligations

                                     - 34 -



            owed under this Credit Agreement, the termination or cancellation of
            all Letters of Credit issued hereunder, and the termination of all
            commitments hereunder, the pledge, Lien and security interest
            granted hereby shall terminate and all rights to the amounts Cash
            Collateralized shall revert to the Borrower. Upon any such
            termination, the Administrative Agent will, at the Borrower's
            expense, execute and deliver to the Borrower such documents as it
            shall reasonably request to evidence such termination.

            (h)   Applicability of ISP98 and UCP. Unless otherwise expressly
      agreed by each L/C Issuer and the Borrower when a Letter of Credit is
      issued (including any such agreement applicable to an Existing Letter of
      Credit), (i) the rules of the "International Standby Practices 1998"
      published by the Institute of International Banking Law & Practice (or
      such later version thereof as may be in effect at the time of issuance)
      shall apply to each standby Letter of Credit, and (ii) the rules of the
      Uniform Customs and Practice for Documentary Credits, as most recently
      published by the International Chamber of Commerce (the "ICC") at the time
      of issuance (including the ICC decision published by the Commission on
      Banking Technique and Practice on April 6, 1998 regarding the European
      single currency (euro)) shall apply to each commercial Letter of Credit.

            (i)   Conflict with Letter of Credit Application. In the event of
      any conflict between the terms hereof and the terms of any Letter of
      Credit Application, the terms hereof shall control.

            (j)   Assignments. Each Lender may assign all or a portion of its
      rights and obligations of participation in the Letters of Credit issued
      hereunder in accordance with the terms and conditions for such assignments
      as set forth in Section 10.3(b). If at any time Fleet or such other L/C
      Issuer assigns all of its Commitment and Loans pursuant to Section
      10.3(b), Fleet or such L/C Issuer may, upon thirty (30) days' notice to
      the Borrower and the Lenders, resign as an L/C Issuer. In the event of any
      such resignation of an L/C Issuer, the Borrower shall be entitled to
      appoint from among the Lenders a successor L/C Issuer hereunder; provided,
      however, that no failure by the Borrower to appoint any such successor
      shall affect the resignation of any L/C Issuer. Each of Fleet, Bank of
      America, SunTrust and such other L/C Issuer shall retain all the rights
      and obligations of an L/C Issuer hereunder with respect to all Letters of
      Credit outstanding as of the effective date of its resignation as an L/C
      Issuer and all L/C Obligations with respect thereto (including the right
      to require the Lenders to make Base Rate Loans or fund participations in
      Letters of Credit pursuant to Section 2.4(c)).

            (k)   Amendment. Notwithstanding anything in Section 10.6 to the
      contrary, no provision of this Section 2.4 may be amended without the
      consent of any L/C Issuer directly affected thereby.

            (l)   Responsibility of L/C Issuer for Causing the Letter of Credit
      Sublimit To Be Exceeded. If any L/C Issuer (i) issues or amends a Letter
      of Credit without confirming with the Administrative Agent that the
      requested issuance or amendment is

                                     - 35 -



      permitted in accordance with the terms hereof as is required pursuant to
      Section 2.4(b)(ii) (or in disregard of the information conveyed by the
      Administrative Agent in response to such confirmation request) or (ii)
      fails to provide the Administrative Agent with a proper reporting of any
      activity with respect to Letters of Credit issued or requested of such L/C
      Issuer during the current calendar quarter as is required pursuant to
      Section 2.4(b)(iv), and the result of such action or inaction is to cause,
      at any time, (A) the outstanding L/C Obligations to exceed the Letter of
      Credit Sublimit or (B) the sum of the aggregate principal amount of
      outstanding Revolving Loans plus the aggregate principal amount of
      outstanding Competitive Loans plus the aggregate principal amount of
      outstanding Swingline Loans plus the L/C Obligations outstanding to exceed
      the Revolving Committed Amount, then such L/C Issuer shall be solely
      responsible for collecting payment for unreimbursed draws thereunder from
      the Borrower, and the Lenders shall not be required to participate in the
      L/C Obligations relating thereto.

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

      3.1   DEFAULT RATE.

      Upon the occurrence, and during the continuance, of an Event of Default,
the principal of and, to the extent permitted by law, interest on the Loans and
any other amounts owing hereunder or under the other Credit Documents shall bear
interest, payable on demand, at a per annum rate 1% greater than the rate which
would otherwise be applicable (or if no rate is applicable, whether in respect
of interest, fees or other amounts, then 1% greater than the Base Rate).

      3.2   EXTENSION AND CONVERSION.

      Subject to the terms of Section 4.2, the Borrower shall have the option,
on any Business Day, to extend existing Loans into a subsequent permissible
Interest Period or to convert Loans into Loans of another interest rate type;
provided, however, that (a) except as provided in Section 3.8, Eurodollar Loans
may be converted into Base Rate Loans only on the last day of the Interest
Period applicable thereto, (b) Eurodollar Loans may be extended, and Base Rate
Loans may be converted into Eurodollar Loans, only if no Default or Event of
Default is in existence on the date of extension or conversion, (c) Loans
extended as, or converted into, Eurodollar Loans shall be subject to the terms
of the definition of "Interest Period" set forth in Section 1.1 and shall be in
such minimum amounts as provided in Section 2.1(b)(ii), (d) no more than 25
Eurodollar Loans shall be outstanding hereunder at any time (it being understood
that, for purposes hereof, Eurodollar Loans with different Interest Periods
shall be considered as separate Eurodollar Loans, even if they begin on the same
date, although borrowings, extensions and conversions may, in accordance with
the provisions hereof, be combined at the end of existing Interest Periods to
constitute a new Eurodollar Loan with a single Interest Period), (e) any request
for extension or conversion of a Eurodollar Loan which shall fail to specify an
Interest Period shall be deemed to be a request for an Interest Period of one
month and (f) Competitive Loans and Swingline Loans may not be extended or
converted

                                     - 36 -



pursuant to this Section 3.2. Each such extension or conversion shall be
effected by a Financial Officer of the Borrower giving a Notice of
Extension/Conversion (or telephone notice promptly confirmed in writing) to the
Administrative Agent prior to 11:30 A.M. on the Business Day of, in the case of
the extension of Base Rate Loans and prior to 2:00 P.M. on the third Business
Day prior to, in the case of the extension of a Eurodollar Loan as, or
conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed
extension or conversion, specifying the date of the proposed extension or
conversion, the Loans to be so extended or converted, the types of Loans into
which such Loans are to be converted and, if appropriate, the applicable
Interest Periods with respect thereto. Each request for extension or conversion
shall be irrevocable and shall constitute a representation and warranty by the
Borrower of the matters specified in subsections (b), (c), (d) and (e) of
Section 4.2. In the event the Borrower fails to request extension or conversion
of any Eurodollar Loan in accordance with this Section, or any such conversion
or extension is not permitted or required by this Section, then such Eurodollar
Loan shall be automatically converted into a Base Rate Loan at the end of the
Interest Period applicable thereto. The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.

      3.3   PREPAYMENTS.

            (a)   Voluntary Prepayments. The Borrower shall have the right to
      prepay Loans (other than Competitive Bid Loans, which may not be prepaid)
      in whole or in part from time to time, subject to Section 3.11, but
      otherwise without premium or penalty; provided, however, that (i)
      Eurodollar Loans may only be prepaid on three Business Days' prior written
      notice to the Administrative Agent and specifying the applicable Loans to
      be prepaid; (ii) any prepayment of Eurodollar Loans or Quoted Rate
      Swingline Loans will be subject to Section 3.11; and (iii) each such
      partial prepayment of Loans shall be (A) in the case of Revolving Loans,
      in a minimum principal amount of $5,000,000 and multiples of $1,000,000 in
      excess thereof (or, if less, the full remaining amount of the Revolving
      Loan being prepaid) and (B) in the case of Swingline Loans, in a minimum
      principal amount of $250,000 and multiples of $100,000 in excess thereof
      (or, if less, the full remaining amount of the then outstanding Swingline
      Loans). Subject to the foregoing terms, amounts prepaid under this Section
      3.3(a) shall be applied as the Borrower may elect.

            (b)   Mandatory Prepayments.

                  (i)   Commitment Limitation. If at any time, the sum of the
            aggregate principal amount of outstanding Revolving Loans plus the
            aggregate principal amount of outstanding Competitive Loans plus L/C
            Obligations outstanding plus the aggregate principal amount of
            outstanding Swingline Loans shall exceed the Revolving Committed
            Amount, the Borrower promises to immediately prepay Loans and/or
            Cash Collateralize undrawn L/C Obligations in an amount sufficient
            to eliminate such excess (such payments to be applied as set forth
            in clause (iv) below).

                  (ii)  Letter of Credit Sublimit. If at any time, the sum of
            the aggregate principal amount of L/C Obligations shall exceed the
            Letter of Credit Sublimit, the

                                     - 37 -



            Borrower shall immediately repay L/C Borrowings and, within seven
            (7) days, Cash Collateralize undrawn L/C Obligations in an amount
            sufficient to eliminate such excess (such payments to be applied as
            set forth in clause (iv) below). It is understood that if the
            Borrower is able to eliminate such excess within the seven-day grace
            period through the reduction of L/C Obligations, then no Cash
            Collateralization shall be required by the Borrower under this
            clause (iii).

                  (iii) Application of Mandatory Prepayments. All amounts
            required to be paid pursuant to this Section 3.3(b) (as well as
            amount required to be paid pursuant to Section 2.4(g)(i)) shall be
            applied as follows: (A) with respect to all amounts paid pursuant to
            Section 3.3(b)(i) or Section 3.3(b)(ii), to (I) Swingline Loans,
            (II) L/C Borrowings that have not been reimbursed through L/C
            Advances, (III) L/C Advances and Revolving Loans, (IV) Competitive
            Loans and (V) Cash Collateralize undrawn L/C Obligations and (B)
            with respect to all amounts paid pursuant to Section 3.3(b)(iii), to
            (I) L/C Borrowings that have not been reimbursed through L/C
            Advances, (II) L/C Advances and (III) Cash Collateralize undrawn L/C
            Obligations. Within the parameters of the applications set forth
            above, payments shall be applied first to Base Rate Loans and then
            to Eurodollar Loans in direct order of Interest Period maturities.
            All payments under this Section 3.3(b) shall be subject to Section
            3.11, but otherwise without premium or penalty, and shall be
            accompanied by interest on the principal amount paid through the
            date of payment.

            (c)   General. All prepayments made pursuant to this Section 3.3
      shall (i) be subject to Section 3.11 and (ii) unless the Borrower shall
      specify otherwise, be applied first to Base Rate Loans, if any, and then
      to Eurodollar Loans in direct order of Interest Period maturities. Except
      as otherwise set forth in subclause (b) above, amounts prepaid on the
      Revolving Loans may be reborrowed in accordance with the provisions
      hereof.

      3.4   TERMINATION, REDUCTION AND INCREASE OF REVOLVING COMMITTED AMOUNT.

            (a)   Voluntary Reductions. The Borrower may from time to time
      permanently reduce or terminate the Revolving Committed Amount in whole or
      in part (in minimum aggregate amounts of $5,000,000 or in integral
      multiples of $1,000,000 in excess thereof (or, if less, the full remaining
      amount of the then applicable Revolving Committed Amount)) upon five
      Business Days' prior written notice to the Administrative Agent; provided,
      however, no such termination or reduction shall be made which would cause
      the aggregate principal amount of outstanding Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans plus L/C
      Obligations outstanding plus the aggregate principal amount of outstanding
      Swingline Loans to exceed the Revolving Committed Amount unless,
      concurrently with such termination or reduction, the Revolving Loans
      and/or Competitive Loans are repaid to the extent necessary to eliminate
      such excess. The Commitments of the Lenders shall automatically terminate
      on the Termination Date. The Administrative Agent shall promptly notify
      each affected Lender of receipt by the Administrative Agent of any notice
      from the Borrower pursuant to this Section 3.4(a).

                                     - 38 -



            (b)   Additional Commitments. The Borrower shall have the right no
      more than once a year to increase the Facilities up to an aggregate amount
      of $1,300,000,000 (with such increase to be applied pro rata to the
      Facilities) without the consent of the Lenders, subject however to the
      satisfaction of each of the following terms and conditions:

                  (i)   to the knowledge of the Administrative Agent, no Default
            or Event of Default shall exist and be continuing at the time of
            such increase;

                  (ii)  concurrently with the Borrower's request for such
            increase hereunder, the Borrower shall deliver to the Administrative
            Agent, an officer's certificate substantially in the form of
            Schedule 6.1(c) certifying that no Default or Event of Default has
            occurred and is continuing and demonstrating compliance with each of
            the financial covenants set forth in Sections 6.10 and 6.11 both
            before and after giving effect to the increase requested hereunder;

                  (iii) such increase shall be allocated in the following order:

                        (A)   first, to the existing Lenders consenting to an
                  increase in the amount of their Revolving Commitments;
                  provided that (1) on or before the tenth Business Day
                  following notification of a requested increase in the
                  Revolving Committed Amount, each Lender shall notify the
                  Borrower of the desired increase, if any, in its Revolving
                  Commitment and (2) if the aggregate increases in the Revolving
                  Commitments requested by the existing Lenders shall exceed the
                  requested increase in the Revolving Committed Amount, the
                  Revolving Commitments of such Lenders shall be increased on a
                  pro rata basis according to the existing Commitment Percentage
                  of such Lenders; and

                        (B)   second, to any other commercial bank, financial
                  institution or "accredited investor" (as defined in Regulation
                  D of the Securities and Exchange Commission) reasonably
                  acceptable to the Administrative Agent and the Borrower;

                  (iv)  each Person providing a new Commitment shall execute a
            New Commitment Agreement substantially in the form of Schedule
            3.4(b) hereto and, upon such execution and the satisfaction of the
            other terms and conditions of this Section 3.4(b), such Person shall
            thereupon become a party hereto and have the rights and obligations
            of a Lender under this Credit Agreement as more specifically
            provided in the New Commitment Agreement; and

                  (v)   the Administrative Agent shall promptly notify each
            Lender of (A) the new Revolving Committed Amount and (B) each
            Lender's Commitment Percentage, in each case after giving effect to
            the one-time increase in Revolving Commitment referred to in this
            Section 3.4(b).

                                     - 39 -



            On the date (which date shall be a Business Day) on which the
            increase in the Revolving Committed Amount occurs the Administrative
            Agent and the Lenders shall make adjustments among the Lenders with
            respect to the Revolving Loans outstanding hereunder and under the
            364-Day Revolver and amounts of principal, interest, fees and other
            amounts paid or payable with respect thereto as shall be necessary
            in order to reallocate among the Lenders such outstanding amounts
            based on the new Commitment Percentages and to otherwise carry out
            fully the terms of this Section 3.4(b). The Borrower agrees that, in
            connection with any such increase in the Revolving Committed Amount,
            it will promptly (i) provide to each Lender providing a new or
            increased Revolving Commitment (upon surrender of the existing
            Revolving Note of such Lender in the case of an existing Lender) a
            Revolving Note in the amount of its new or increased (as applicable)
            Revolving Commitment substantially in the form of the Revolving Note
            attached hereto as Schedule 2.1(e) (but, in the case of a new
            Revolving Note given to an existing Lender that increases its
            Revolving Commitment, with notation thereon that it is given in
            substitution for and replacement of the original Revolving Note or
            any replacement notes thereof) and (ii) provide to each Lender (upon
            surrender of the existing Competitive Note of such Lender in the
            case of an existing Lender) a Competitive Note in the amount of the
            new Revolving Committed Amount substantially in the form of the
            Competitive Note attached hereto as Schedule 2.2(f) (but, in the
            case of a new Competitive Note given to an existing Lender, with
            notation thereon that it is given in substitution for and
            replacement of the original Competitive Note or any replacement
            notes thereof). Each of the parties hereto acknowledges and agrees
            that no Lender shall be obligated to increase its Revolving
            Commitment pursuant to the terms of this Section 3.4(b).

            (c)   Extension. The Borrower may, simultaneously with the first
      request (and only the first request) for an extension of the Termination
      Date of the 364-Day Revolver pursuant to Section 3.4(c) of the 364-Day
      Credit Agreement, by notice to the Administrative Agent, make written
      request of the Lenders to extend the Termination Date hereunder for an
      additional period of one (1) year. The Administrative Agent will give
      prompt notice to each of the Lenders of its receipt of any such request
      for extension of such Termination Date. Each Lender, in its sole
      discretion, shall make a determination not more than 30 days nor less than
      25 days prior to the applicable termination date of the 364-Day Revolver
      as to whether or not it will agree to extend such Termination Date as
      requested; provided, however, that failure by any Lender to make a timely
      response to the Borrower's request for extension of such Termination Date
      shall be deemed to constitute a refusal by the Lender to extend such
      Termination Date. If, in response to a request for an extension of such
      Termination Date, one or more Lenders shall fail to agree to the requested
      extension (the "Disapproving Lenders"), then the Borrower may elect to
      either (A) continue the revolving credit facility hereunder at the same
      level of Revolving Commitments by replacing each of the Disapproving
      Lenders in accordance with Section 3.16, or (B) provided that the
      requested extension is approved by Lenders holding more than 50% of the
      Revolving Commitments hereunder (including for purposes hereof any
      Replacement Lenders which may replace a Disapproving Lender, the
      "Approving Lenders"), extend and continue the revolving credit facility at
      a lower aggregate amount equal to the Revolving Commitments held by the
      Approving Lenders. In any such case, (i) such Termination Date relating to
      the Revolving Commitments held by the

                                     - 40 -



            Disapproving Lenders (other than those Disapproving Lenders replaced
            in accordance with Section 3.16) shall remain as then in effect with
            repayment of obligations held by such Disapproving Lenders being due
            on such date and termination of their respective Revolving
            Commitments on such date, and (ii) such Termination Date relating to
            the Revolving Commitments held by the Approving Lenders and any
            applicable Replacement Lenders shall be extended by an additional
            period of one (1) year. With respect to the L/C Obligations of any
            Disapproving Lenders whose Revolving Commitments are terminated on
            the applicable Termination Date relating to the Revolving
            Commitments held by such Disapproving Lenders, such L/C Obligations
            shall automatically be allocated among the Approving Lenders and any
            applicable Replacement Lenders, whereupon each such Disapproving
            Lender shall be released from all of its obligations to the
            Borrower, the Administrative Agent and/or such L/C Issuer in respect
            of Letters of Credit under this Credit Agreement

            (d)   Termination Date. The Revolving Commitments of the Lenders,
      the commitment of any L/C Issuer to issue Letters of Credit under the
      Letter of Credit Sublimit and the Swingline Commitment of the Swingline
      Lender shall automatically terminate on the Termination Date.

            (e)   Change of Control.

                  (i)   As set forth in Sections 2.1(a), 2.2(a), 2.3(a) and
            2.4(a) above, the Borrower may not request any Loans or Letters of
            Credit hereunder while a Change of Control Standstill Period shall
            be in effect pursuant to this Section 3.4(e). Subject to the
            procedures set forth below in this clause (ii) of this Section
            3.4(e), upon the occurrence of a Change of Control and the
            expiration of the 20-day notice period described below, each Lender
            shall have the right to terminate its Commitment hereunder and
            require that the Borrower prepay (and the Borrower agrees to so
            prepay) in full such Lender's outstanding Loans and Cash
            Collateralize such Lender's L/C Obligations (such amount the "Change
            of Control Prepayment Amount"), plus accrued and unpaid fees and
            interest, if any, to the date of prepayment and all other
            obligations due to such Lender under this Credit Agreement and the
            other Credit Documents. The portion of any such prepayment
            attributable to (and equal to) such Lender's L/C Obligations shall
            be retained by the applicable L/C Issuer(s) and applied to Cash
            Collateralize such Lender's L/C Obligations, whereupon such Lender
            shall be released from all of its obligations to the Borrower, the
            Administrative Agent and/or such L/C Issuer in respect of Letters of
            Credit under this Credit Agreement.

                  (ii)  Upon the occurrence of any Change of Control, the
            Administrative Agent shall mail a notice (the "Change of Control
            Notice") simultaneously to all Lenders providing each Lender with
            notice of its rights under this Section 3.4(e) and a period of
            twenty (20) calendar days to evaluate the Change of Control and make
            a determination as to whether such Lender will terminate its
            Commitments and accept payment of the Change of Control Prepayment
            Amount, or whether such Lender will accept such Change of Control
            and continue as a Lender

                                     - 41 -



            hereunder. The period beginning on the effective date of such Change
            of Control and continuing through the expiration of such twenty (20)
            notice day period shall be referred to herein as a "Change of
            Control Standstill Period"). The Borrower may not request any Loans
            hereunder while a Change of Control Standstill Period shall be in
            effect pursuant to this Section 3.4(e).

                  (iii) Lenders electing to have their Loans prepaid pursuant to
            this Section 3.4(e) shall so notify the Administrative Agent as
            directed in the Change of Control Notice; provided, however, that
            failure by any Lender to make a timely response shall be deemed to
            constitute an election by such Lender to terminate its Commitment
            and accept prepayment of its Loans. Upon the expiration date of the
            Change of Control Standstill Period, (A) all Lenders electing to
            terminate their Commitments (the "Terminating Lenders") shall
            surrender their Notes to the Administrative Agent at the address
            specified in Section 11.02, (B) all Notes held by Terminating
            Lenders shall be cancelled by the Borrower and the Borrower shall
            pay the applicable Change of Control Prepayment Amounts to the
            Administrative Agent, for the account of the Terminating Lenders,
            and all other Obligations due to the Terminating Lenders under this
            Agreement and the other Credit Documents, (C) the Commitments of the
            Terminating Lenders hereunder shall be terminated and the Revolving
            Committed Amount shall be automatically reduced by an amount equal
            to the aggregate amount of the Commitments so terminated, and (D)
            and the Commitments of those Lenders not electing to terminate their
            Commitments shall automatically continue.

            (f)   General. The Borrower shall pay to the Administrative Agent
      for the account of the Lenders in accordance with the terms of Section
      3.5(a), on the date of each termination or reduction of the Revolving
      Committed Amount, the Facility Fee accrued through the date of such
      termination or reduction on the amount of the Revolving Committed Amount
      so terminated or reduced.

      3.5   FEES.

            (a)   Facility Fee. In consideration of the Revolving Commitments of
      the Lenders hereunder, the Borrower agrees to pay to the Administrative
      Agent for the account of each Lender a fee (the "Facility Fee") on the
      Revolving Committed Amount computed at a per annum rate for each day
      during the applicable Facility Fee Calculation Period (hereinafter
      defined) equal to the Applicable Percentage in effect from time to time.
      The Facility Fee shall commence to accrue on the Closing Date and shall be
      due and payable in arrears on the last Business Day of each March, June,
      September and December (and any date that the Revolving Committed Amount
      is reduced or increased as provided in Section 3.4 and the Termination
      Date) for the immediately preceding quarter (or portion thereof) (each
      such quarter or portion thereof for which the Facility Fee is payable
      hereunder being herein referred to as a "Facility Fee Calculation
      Period"), beginning with the first of such dates to occur after the
      Closing Date.

                                     - 42 -



            (b)   Administrative Fees. The Borrower agrees to pay to the
      Administrative Agent, for its own account, the fees referred to in the
      Administrative Agent's Fee Letter (collectively, the "Administrative
      Agent's Fees").

            (c)   Utilization Fee. During such periods as the aggregate
      principal amount of all outstanding Loans, plus all L/C Obligations
      outstanding is greater than or equal to 50% of the Revolving Committed
      Amount (each such period a "Utilization Fee Period"), the Borrower agrees
      to pay to the Administrative Agent for the account of each Lender a fee
      (the "Utilization Fee") on all Loans outstanding, plus all L/C Obligations
      outstanding during each such Utilization Fee Period computed at a per
      annum rate for each day during such period equal to the Applicable
      Percentage for the Utilization Fee in effect from time to time. The
      Utilization Fee shall be due and payable in arrears on the last Business
      Day of each March, June, September and December for all Utilization Fee
      Periods occurring during the immediately preceding quarter (or portion
      thereof), beginning with the first of such dates to occur after the
      Closing Date.

            (d)   Letter of Credit Fees.

                  (i)   Letter of Credit Fee. In consideration of the issuance
            of Letters of Credit hereunder, the Borrower promises to pay to the
            Administrative Agent for the account of each Lender a fee (the
            "Letter of Credit Fee") on such Lender's Commitment Percentage of
            the average daily maximum amount available to be drawn under each
            Letter of Credit computed at a per annum rate for each day from the
            date of issuance to the date of expiration equal to the Applicable
            Percentage for Eurodollar Loans and Letter of Credit Fee. The Letter
            of Credit Fee will be payable quarterly in arrears on the last
            Business Day of each March, June, September and December for the
            immediately preceding quarter (or a portion thereof).

                  (ii)  L/C Issuer Fees. In addition to the Letter of Credit Fee
            payable pursuant to clause (i) above, the Borrower promises to pay
            to each L/C Issuer for its own account without sharing by the other
            Lenders (A) a letter of credit fronting fee as negotiated between
            the Borrower and such L/C Issuer on the average daily maximum amount
            available to be drawn under each Letter of Credit issued by such L/C
            Issuer computed at the per annum rate for each day from the date of
            issuance to the date of expiration and (B) such other customary
            charges from time to time of such L/C Issuer with respect to the
            issuance, amendment, transfer, administration, cancellation and
            conversion of, and drawings under, and other processing fees, and
            other standard costs and charges, of such L/C Issuer relating to
            such Letters of Credit as from time to time in effect, due and
            payable on demand therefor by such L/C Issuer (collectively, the
            "L/C Issuer Fees").

      3.6   CAPITAL ADEQUACY.

      If any Lender determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such Lender or any
corporation controlling such Lender is

                                     - 43 -



increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Credit Agreement, its Loans
or its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "Change" means (i) any change after
the Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of or
change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the Closing Date which affects the amount of capital required or
expected to be maintained by any Lender or any Lending Installation or any
corporation controlling any Lender. "Risk-Based Capital Guidelines" means (i)
the risk-based capital guidelines in effect in the United States on the Closing
Date, including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the Closing Date.

      3.7   INABILITY TO DETERMINE INTEREST RATE.

      If prior to the first day of any Interest Period, the Administrative Agent
shall have reasonably determined that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, the Administrative Agent shall give
telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter. If such notice is given (a) any Eurodollar Loans
requested to be made on the first day of such Interest Period shall be made as
Base Rate Loans and (b) any Loans that were to have been converted on the first
day of such Interest Period to or continued as Eurodollar Loans shall be
converted to or continued as Base Rate Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made
or continued as such, nor shall the Borrower have the right to convert Base Rate
Loans to Eurodollar Loans.

      3.8   ILLEGALITY.

      Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate
Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it
shall no longer be unlawful for such Lender to make or maintain Eurodollar
Loans, such Lender shall then have a commitment only to make a Base Rate Loan
when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 3.11.

                                     - 44 -



      3.9   YIELD PROTECTION.

      If any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, or the compliance of any Lender therewith,

            (a)   subjects any Lender or any applicable Lending Installation to
      any tax, duty, charge or withholding on or from payments due from the
      Borrower (excluding federal taxation of the overall net income of any
      Lender or applicable Lending Installation), or changes the basis of
      taxation of payments to any Lender in respect of its Loans or other
      amounts due it hereunder;

            (b)   imposes or increases or deems applicable any reserve,
      assessment, insurance charge, special deposit or similar requirements
      against assets of, deposits with or for the account of, or credit extended
      by, any Lender or any applicable Lending Installation (other than reserves
      and assessments taken into account in determining the Base Rate);

and the result of which is to increase the cost to any Lender of making, funding
or maintaining loans or reduces any amount receivable by any Lender or any
applicable Lending Installation in connection with loans, or requires any Lender
or any applicable Lending Installation to make any payment calculated by
reference to the amount of loans held or interest received by it, by an amount
deemed material by such Lender;

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender determines is attributable to making, funding and
maintaining its Loans and its Commitments. This covenant shall survive the
termination of this Credit Agreement and the payment of the Loans and all other
amounts payable hereunder.

      3.10  WITHHOLDING TAX EXEMPTION.

      Each Lender that is not incorporated under the laws of the United States
of America or a state thereof shall:

            (a)   (i) on or before the date of any payment by the Borrower under
      this Credit Agreement or Notes to such Lender, deliver to the Borrower and
      the Administrative Agent (A) two (2) duly completed copies of United
      States Internal Revenue Service Form 1001 or 4224, or successor applicable
      form, as the case may be, certifying that it is entitled to receive
      payments under this Credit Agreement and any Notes without deduction or
      withholding of any United States federal income taxes and (B) an Internal
      Revenue Service Form W-8 or W-9, or successor applicable form, as the case
      may be, certifying that it is entitled to an exemption from United States
      backup withholding tax;

                                     - 45 -



                  (ii)  deliver to the Borrower and the Administrative Agent two
            (2) further copies of any such form or certification on or before
            the date that any such form or certification expires or becomes
            obsolete and after the occurrence of any event requiring a change in
            the most recent form previously delivered by it to the Borrower; and

                  (iii) obtain such extensions of time for filing and complete
            such forms or certifications as may reasonably be requested by the
            Borrower or the Administrative Agent; or

            (b)   in the case of any such Lender that is not a "bank" within the
      meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i)
      represent to the Borrower (for the benefit of the Borrower and the
      Administrative Agent) that it is not a bank within the meaning of Section
      881(c)(3)(A) of the Internal Revenue Code, (ii) agree to furnish to the
      Borrower on or before the date of any payment by the Borrower, with a copy
      to the Administrative Agent two (2) accurate and complete original signed
      copies of Internal Revenue Service Form W-8, or successor applicable form
      certifying to such Lender's legal entitlement at the date of such
      certificate to an exemption from U.S. withholding tax under the provisions
      of Section 881(c) of the Internal Revenue Code with respect to payments to
      be made under this Credit Agreement and any Notes (and to deliver to the
      Borrower and the Administrative Agent two (2) further copies of such form
      on or before the date it expires or becomes obsolete and after the
      occurrence of any event requiring a change in the most recently provided
      form and, if necessary, obtain any extensions of time reasonably requested
      by the Borrower or the Administrative Agent for filing and completing such
      forms), and (iii) agree, to the extent legally entitled to do so, upon
      reasonable request by the Borrower, to provide to the Borrower (for the
      benefit of the Borrower and the Administrative Agent) such other forms as
      may be reasonably required in order to establish the legal entitlement of
      such Lender to an exemption from withholding with respect to payments
      under this Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent in either case. Each Person that shall
become a Lender or a participant of a Lender pursuant to subsection 10.3 shall,
upon the effectiveness of the related transfer, be required to provide all of
the forms, certifications and statements required pursuant to this subsection,
provided that in the case of a participant of a Lender the obligations of such
participant of a Lender pursuant to this Section 3.10 shall be determined as if
the participant of a Lender were a Lender except that such participant of a
Lender shall furnish all such required forms, certifications and statements to
the Lender from which the related participation shall have been purchased.

      3.11  INDEMNITY.

      The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's

                                     - 46 -



gross negligence or willful misconduct) as a consequence of (a) default by the
Borrower in making a borrowing of, conversion into or continuation of Eurodollar
Loans or Quoted Rate Swingline Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan or a
Quoted Rate Swingline Loan after the Borrower has given a notice thereof in
accordance with the provisions of this Credit Agreement or (c) the making of a
prepayment of Eurodollar Loans or Quoted Rate Swingline Loans on a day which is
not the last day of an Interest Period with respect thereto. With respect to
Eurodollar Loans, such indemnification may include an amount equal to the
excess, if any, of (i) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of the applicable Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for herein (excluding, however, the
Applicable Percentage included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market. The covenants of the
Borrower set forth in this Section 3.11 shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

      3.12  PRO RATA TREATMENT.

      Except to the extent otherwise provided herein:

            (a)   Loans. Each Loan, each payment or prepayment of principal of
      any Loan, each payment of interest on the Loans, each payment of Facility
      Fees, each payment of Utilization Fees, each reduction of the Revolving
      Committed Amount and each conversion or extension of any Loan, shall be
      allocated pro rata among the Lenders in accordance with the respective
      principal amounts of their outstanding Loans and Participation Interests.
      With respect to Competitive Loans, if the Borrower fails to specify the
      particular Competitive Loan or Loans as to which any payment or other
      amount should be applied and it is not otherwise clear as to the
      particular Competitive Loan or Loans to which such payment or other
      amounts relate, or any such payment or other amount is to be applied to
      Competitive Loans without regard to any such direction by the Borrower,
      then each payment or prepayment of principal on Competitive Loans and each
      payment of interest or other amount on or in respect of Competitive Loans,
      shall be allocated pro rata among the relevant Lenders of Competitive
      Loans in accordance with the then outstanding amounts of their respective
      Competitive Loans.

            (b)   Advances. Unless the Administrative Agent shall have been
      notified in writing by any Lender prior to a borrowing that such Lender
      will not make the amount that would constitute its ratable share of such
      borrowing available to the Administrative Agent, the Administrative Agent
      may assume that such Lender is making such amount available to the
      Administrative Agent, and the Administrative Agent may, in reliance upon
      such assumption, make available to the Borrower a corresponding amount. If
      such amount is not made available to the Administrative Agent by such
      Lender within the time period specified

                                     - 47 -



      therefor hereunder, such Lender shall pay to the Administrative Agent, on
      demand, such amount with interest thereon at a rate equal to the Federal
      Funds Rate for the period until such Lender makes such amount immediately
      available to the Administrative Agent. A certificate of the Administrative
      Agent submitted to any Lender with respect to any amounts owing under this
      subsection shall be conclusive in the absence of manifest error.

      3.13  SHARING OF PAYMENTS.

      The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan or any other obligation owing to
such Lender under this Credit Agreement through the exercise of a right of
setoff, banker's lien or counterclaim, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, in excess of its pro rata share of such payment as provided for
in this Credit Agreement, such Lender shall promptly purchase from the other
Lenders a participation in such Loans and other obligations in such amounts, and
make such other adjustments from time to time, as shall be equitable to the end
that all Lenders share such payment in accordance with their respective ratable
shares as provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of a
participation theretofore sold, return its share of that benefit (together with
its share of any accrued interest payable with respect thereto) to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including setoff,
banker's lien or counterclaim, with respect to such participation as fully as if
such Lender were a holder of such Loan or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender or the Administrative Agent shall fail to remit to the
Administrative Agent or any other Lender an amount payable by such Lender or the
Administrative Agent to the Administrative Agent or such other Lender pursuant
to this Credit Agreement on the date when such amount is due, such payments
shall be made together with interest thereon for each date from the date such
amount is due until the date such amount is paid to the Administrative Agent or
such other Lender at a rate per annum equal to the Federal Funds Rate. If under
any applicable bankruptcy, insolvency or other similar law, any Lender receives
a secured claim in lieu of a setoff to which this Section 3.13 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.13 to share in the benefits of any recovery on such secured claim.

      3.14  PAYMENTS, COMPUTATIONS, ETC.

            (a)   Except as otherwise specifically provided herein, all payments
      hereunder (other than payments in respect of Competitive Loans) shall be
      made to the Administrative Agent in dollars in immediately available
      funds, without offset, deduction, counterclaim or withholding of any kind,
      at the Administrative Agent's office specified in Schedule 2.1(a) not
      later than 4:00 P.M. on the date when due. Payments received after such
      time shall be

                                     - 48 -



      deemed to have been received on the next succeeding Business Day. The
      Administrative Agent may (but shall not be obligated to) debit the amount
      of any such payment which is not made by such time to any ordinary deposit
      account of the Borrower maintained with the Administrative Agent (with
      notice to the Borrower). The Borrower shall, at the time it makes any
      payment under this Credit Agreement (other than payments in respect of
      Competitive Loans), specify to the Administrative Agent the Loans, Fees,
      interest or other amounts payable by the Borrower hereunder to which such
      payment is to be applied (and in the event that it fails so to specify, or
      if such application would be inconsistent with the terms hereof, the
      Administrative Agent shall distribute such payment to the Lenders in such
      manner as the Administrative Agent may determine to be appropriate in
      respect of obligations owing by the Borrower hereunder, subject to the
      terms of Section 3.12(a)). The Administrative Agent will distribute such
      payments to such Lenders, if any such payment is received prior to 12:00
      Noon on a Business Day in like funds as received prior to the end of such
      Business Day and otherwise the Administrative Agent will distribute such
      payment to such Lenders on the next succeeding Business Day. All payments
      of principal and interest in respect of Competitive Loans shall be made in
      accordance with the terms of Section 2.2. Whenever any payment hereunder
      shall be stated to be due on a day which is not a Business Day, the due
      date thereof shall be extended to the next succeeding Business Day
      (subject to accrual of interest and Fees for the period of such
      extension), except that in the case of Eurodollar Loans, if the extension
      would cause the payment to be made in the next following calendar month,
      then such payment shall instead be made on the next preceding Business
      Day. Except as expressly provided otherwise herein, all computations of
      interest and fees shall be made on the basis of actual number of days
      elapsed over a year of 360 days, except with respect to computation of
      interest on Base Rate Loans which (unless the Base Rate is determined by
      reference to the Federal Funds Rate) shall be calculated based on a year
      of 365 or 366 days, as appropriate. Interest shall accrue from and include
      the date of borrowing, but exclude the date of payment.

            (b)   Allocation of Payments After Event of Default. Notwithstanding
      any other provisions of this Credit Agreement to the contrary, after the
      occurrence and during the continuance of an Event of Default, all amounts
      collected or received by the Administrative Agent or any Lender on account
      of the Loans, L/C Obligations, Fees or any other amounts outstanding under
      any of the Credit Documents shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
            and expenses (including without limitation reasonable attorneys'
            fees) of the Administrative Agent in connection with enforcing the
            rights of the Lenders under the Credit Documents;

                  SECOND, to payment of any fees owed to the Administrative
            Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
            and expenses (including without limitation, reasonable attorneys'
            fees) of each of the Lenders in connection with enforcing its rights
            under the Credit Documents or otherwise with respect to amounts
            owing to such Lender;

                  FOURTH, to the payment of accrued fees and interest;

                                     - 49 -



                  FIFTH, to the payment of the outstanding principal amount of
            the Loans (including, without limitation, the payment or cash
            collateralization of the outstanding L/C Obligations);

                  SIXTH, to all other amounts and other obligations which shall
            have become due and payable under the Credit Documents or otherwise
            and not repaid pursuant to clauses "FIRST" through "FIFTH" above;
            and

                  SEVENTH, to the payment of the surplus, if any, to whomever
            may be lawfully entitled to receive such surplus.

                  In carrying out the foregoing, (i) amounts received shall be
            applied in the numerical order provided until exhausted prior to
            application to the next succeeding category; (ii) each of the
            Lenders shall receive an amount equal to its pro rata share (based
            on the proportion that the then outstanding Loans held by such
            Lender bears to the aggregate then outstanding Loans) of amounts
            available to be applied pursuant to clauses "THIRD", "FOURTH",
            "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts
            available for distribution pursuant to clause "FIRST" above are
            attributable to the issued but undrawn amount of outstanding Letters
            of Credit, such amounts shall be Cash Collateralized by the
            Administrative Agent and applied (A) first, to reimburse the
            applicable L/C Issuers from time to time for any drawings under such
            Letters of Credit and (B) then, following the expiration of all
            Letters of Credit, to all other obligations of the types described
            in clauses "THIRD" and "SIXTH" above in the manner provided in this
            Section 3.14(b).

      3.15  EVIDENCE OF DEBT.

            (a)   Each Lender shall maintain an account or accounts evidencing
      each Loan made by such Lender to the Borrower from time to time, including
      the amounts of principal and interest payable and paid to such Lender from
      time to time under this Credit Agreement. Each Lender will make reasonable
      efforts to maintain the accuracy of its account or accounts and to
      promptly update its account or accounts from time to time, as necessary.

            (b)   The Administrative Agent shall maintain the Register pursuant
      to Section 10.3(c) hereof, and a subaccount for each Lender, in which
      Register and subaccounts (taken together) shall be recorded (i) the
      amount, type and Interest Period of each such Loan hereunder, (ii) the
      amount of any principal or interest due and payable or to become due and
      payable to each Lender hereunder and (iii) the amount of any sum received
      by the Administrative Agent hereunder from or for the account of the
      Borrower and each Lender's share thereof. The Administrative Agent will
      make reasonable efforts to maintain the accuracy of the subaccounts
      referred to in the preceding sentence and to promptly update such
      subaccounts from time to time, as necessary.

                                     - 50 -



            (c)   The entries made in the accounts, Register and subaccounts
      maintained pursuant to subsection (b) of this Section 3.15 (and, if
      consistent with the entries of the Administrative Agent, subsection (a))
      shall be prima facie, but not conclusive, evidence of the existence and
      amounts of the obligations of the Borrower therein recorded; provided,
      however, that the failure of any Lender or the Administrative Agent to
      maintain any such account, such Register or such subaccount, as
      applicable, or any error therein, shall not in any manner affect the
      obligation of the Borrower to repay the Loans made by such Lender in
      accordance with the terms hereof.

      3.16  REPLACEMENT OF LENDERS.

      In the event any Lender delivers to the Borrower any notice in accordance
with Sections 3.6, 3.8, 3.9 or 3.10, then the Borrower shall have the right, if
no Default or Event of Default then exists, to replace such Lender (the
"Replaced Lender") with one or more additional banks or financial institutions
(collectively, the "Replacement Lender"), provided that (A) at the time of any
replacement pursuant to this Section 3.16, the Replacement Lender shall enter
into one or more assignment agreements substantially in the form of Schedule
10.3(b) pursuant to, and in accordance with the terms of, Section 10.3(b) (and
with all fees payable pursuant to said Section 10.3(b) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire all
of the rights and obligations of the Replaced Lender hereunder and, in
connection therewith, shall pay to the Replaced Lender in respect thereof an
amount equal to the sum of (a) the principal of, and all accrued interest on,
all outstanding Loans of the Replaced Lender, and (b) all accrued, but
theretofore unpaid, fees owing to the Replaced Lender pursuant to Section
3.5(a), and (B) all obligations of the Borrower owing to the Replaced Lender
(including all obligations, if any, owing pursuant to Section 3.6, 3.8 or 3.9,
but excluding those obligations specifically described in clause (A) above in
respect of which the assignment purchase price has been, or is concurrently
being paid) shall be paid in full to such Replaced Lender concurrently with such
replacement.

                                    SECTION 4

                                   CONDITIONS

      4.1   CLOSING CONDITIONS.

      The obligation of the Lenders to enter into this Credit Agreement and to
make the initial Loans shall be subject to satisfaction of the following
conditions (in form and substance acceptable to the Lenders):

            (a)   The Administrative Agent shall have received original
      counterparts of this Credit Agreement executed by each of the parties
      hereto;

            (b)   The Administrative Agent shall have received an appropriate
      original Revolving Note for each Lender requesting a Revolving Note,
      executed by the Borrower;

                                     - 51 -



            (c)   The Administrative Agent shall have received an appropriate
      original Competitive Note for each Lender requesting a Competitive Note,
      executed by the Borrower;

            (d)   The Administrative Agent shall have received an appropriate
      original Swingline Note for the Swingline Lender, executed by the
      Borrower;

            (e)   The Administrative Agent shall have received all documents it
      may reasonably request relating to the existence and good standing of the
      Borrower, the corporate or other necessary authority for and the validity
      of the Credit Documents, and any other matters relevant thereto, all in
      form and substance reasonably satisfactory to the Administrative Agent;

            (f)   The Administrative Agent shall have received a legal opinion
      of Harry L. Goldsmith, Esq., general counsel for the Borrower, dated as of
      the Closing Date and substantially in the form of Schedule 4.1(f);

            (g)   Since August 30, 2003 there shall not have occurred nor
      otherwise exist an event or condition which has a Material Adverse Effect;

            (h)   The Administrative Agent shall have received, for its own
      account and for the accounts of the Lenders, all fees and expenses
      required by this Credit Agreement or any other Credit Document to be paid
      on or before the Closing Date;

            (i)   The Administrative Agent shall have received evidence that all
      obligations due and owing under the Existing Five-Year Credit Agreement
      shall have been paid in full;

            (j)   The Administrative Agent shall have received evidence that the
      "Closing Date" under the 364-Day Credit Agreement shall have occurred
      simultaneously; and

            (k)   The Administrative Agent shall have received such other
      documents, agreements or information which may be reasonably requested by
      the Administrative Agent.

      4.2   CONDITIONS TO ALL EXTENSIONS OF CREDIT.

      The obligations of each Lender to make, convert or extend any Loan
(including the initial Loans), and of any L/C Issuer to issue a Letter of Credit
hereunder are subject to satisfaction of the following conditions in addition to
satisfaction on the Closing Date of the conditions set forth in Section 4.1:

            (a)   The Borrower shall have delivered (A) in the case of any
      Revolving Loan to the Administrative Agent, an appropriate Notice of
      Borrowing or Notice of Extension/Conversion, (B) in the case of any
      Swingline Loan to the Administrative Agent, an appropriate Notice of
      Borrowing or Notice of Extension/Conversion or (C) in the case of any
      Letter of Credit, to the applicable L/C Issuer an appropriate request for

                                     - 52 -



      issuance (with a copy to the Administrative Agent) in accordance with the
      provisions of Section 2.4(b);

            (l)   The representations and warranties set forth in Section 5
      shall be, subject to the limitations set forth therein, true and correct
      in all material respects as of such date (except for those which expressly
      relate to an earlier date);

            (m)   There shall not have been commenced against the Borrower an
      involuntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or any case, proceeding or other
      action for the appointment of a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or similar official) of the Borrower or for any
      substantial part of its Property or for the winding up or liquidation of
      its affairs, and such involuntary case or other case, proceeding or other
      action shall remain undismissed, undischarged or unbonded;

            (n)   No Default or Event of Default shall exist and be continuing
      either prior to or after giving effect thereto; and

            (e)   Immediately after giving effect to the making of such Loan
      (and the application of the proceeds thereof) or the issuance of such
      Letter of Credit, as applicable, the sum of the aggregate principal amount
      of outstanding Revolving Loans plus the aggregate principal amount of
      outstanding Competitive Loans plus the aggregate principal amount of
      outstanding Swingline Loans plus the L/C Obligations outstanding shall not
      exceed the Revolving Committed Amount.

The delivery of each Notice of Borrowing and each Notice of Extension/Conversion
shall constitute a representation and warranty by the Borrower of the
correctness of the matters specified in subsections (b), (c), (d) and (e) above.
Notwithstanding the foregoing, the Borrower may not request any Loans hereunder
while a Change of Control Standstill Period shall be in effect pursuant to
Section 3.4(e) hereof.

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

      The Borrower hereby represents to the Administrative Agent and each Lender
that:

      5.1   FINANCIAL CONDITION.

      The audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as of August 30, 2003 and the audited consolidated
statements of earnings and statements of cash flows for the year ended August
30, 2003 have heretofore been furnished to each Lender. Such financial
statements (including the notes thereto) (a) have been audited by Ernst & Young
LLP, (b) have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby and (c) present fairly (on the basis
disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries as of such date and for such periods. During the
period from August 30, 2003 to and including the Closing Date, there has been no
sale, transfer or other disposition by the Borrower or any of its Subsidiaries
of any material part of the business or property of the Borrower and its

                                     - 53 -



consolidated Subsidiaries, taken as a whole, and no purchase or other
acquisition by any of them of any business or property (including any capital
stock of any other person) material in relation to the consolidated financial
condition of the Borrower and its consolidated Subsidiaries, taken as a whole,
in each case, which, is not reflected in the foregoing financial statements or
in the notes thereto and has not otherwise been disclosed in writing to the
Lenders on or prior to the Closing Date. Since August 30, 2003, through and
including the Closing Date, there has not occurred an event or condition which
has had a Material Adverse Effect.

      5.2   ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

      Each of the Borrower and its Subsidiaries (a) is duly organized, validly
existing and is in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged, except to the extent that the failure to have such legal
right would not be reasonably expected to have a Material Adverse Effect, (c) is
duly qualified as a foreign entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, other than in such jurisdictions
where the failure to be so qualified and in good standing would not be
reasonably expected to have a Material Adverse Effect, and (d) is in compliance
with all material Requirements of Law, except to the extent that the failure to
comply therewith would not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.

      5.3   POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

      The Borrower has the corporate or other necessary power and authority, and
the legal right, to make, deliver and perform the Credit Documents to which it
is a party, and in the case of the Borrower, to borrow hereunder, and has taken
all necessary corporate action to authorize the borrowings on the terms and
conditions of this Credit Agreement and to authorize the execution, delivery and
performance of the Credit Documents to which it is a party. No consent or
authorization of, filing with, notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of the Borrower in connection with the borrowings hereunder
or with the execution, delivery, performance, validity or enforceability of the
Credit Documents to which the Borrower is a party. This Credit Agreement has
been, and each other Credit Document to which the Borrower is a party will be,
duly executed and delivered on behalf of the Borrower. This Credit Agreement
constitutes, and each other Credit Document to which the Borrower is a party
when executed and delivered will constitute, a legal, valid and binding
obligation of the Borrower enforceable against such party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                                     - 54 -



      5.4   NO LEGAL BAR.

      The execution, delivery and performance of the Credit Documents by the
Borrower, the borrowings hereunder and the use of the proceeds thereof (a) will
not violate any Requirement of Law or contractual obligation of the Borrower or
any of its Subsidiaries in any respect that would reasonably be expected to have
a Material Adverse Effect, (b) will not result in, or require, the creation or
imposition of any Lien on any of the properties or revenues of any of the
Borrower or any of its Subsidiaries pursuant to any such Requirement of Law or
contractual obligation, and (c) will not violate or conflict with any provision
of the Borrower's articles of incorporation or by-laws.

      5.5   NO MATERIAL LITIGATION.

      Except as disclosed in Schedule 5.5, there are no actions, suits or
proceedings pending or, to the best knowledge of the Borrower, threatened
against or affecting the Borrower, any of its Subsidiaries or any of its
properties before any Governmental Authority that (a) could reasonably be
expected to have a Material Adverse Effect or (b) in any manner draw into
question the validity, legality or enforceability of any Credit Document or any
transaction contemplated thereby.

      5.6   NO DEFAULT.

      Neither the Borrower nor any of its Subsidiaries is in default under or
with respect to any of their contractual obligations in any respect which would
be reasonably expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

      5.7   OWNERSHIP OF PROPERTY; LIENS.

      Each of the Borrower and its Subsidiaries has good record and marketable
title in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien, except for
Permitted Liens.

      5.8   NO BURDENSOME RESTRICTIONS.

      Except as previously disclosed in writing to the Lenders on or prior to
the Closing Date, no Requirement of Law or contractual obligation of the
Borrower or any of its Subsidiaries would be reasonably expected to have a
Material Adverse Effect.

      5.9   TAXES.

      Each of the Borrower and its Subsidiaries has filed or caused to be filed
all United States federal income tax returns and all other material tax returns
which, to the best knowledge of the Borrower, are required to be filed and has
paid (a) all taxes shown to be due and payable on said returns or (b) all taxes
shown to be due and payable on any assessments of which it has received notice
made against it or any of its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any (i) taxes, fees or other charges with respect to which the
failure to pay, in the aggregate, would not have a Material Adverse Effect

                                     - 55 -



or (ii) taxes, fees or other charges the amount or validity of which are
currently being contested and with respect to which reserves in conformity with
GAAP have been provided on the books of such Person), and no tax Lien has been
filed, and, to the best knowledge of the Borrower, no claim is being asserted,
with respect to any such tax, fee or other charge.

      5.10  ERISA.

      Except as would not result in a Material Adverse Effect:

            (a)   During the five-year period prior to the date on which this
      representation is made or deemed made: (i) no ERISA Event has occurred,
      and, to the best knowledge of the Borrower, no event or condition has
      occurred or exists as a result of which any ERISA Event could reasonably
      be expected to occur, with respect to any Plan; (ii) no "accumulated
      funding deficiency," as such term is defined in Section 302 of ERISA and
      Section 412 of the Code, whether or not waived, has occurred with respect
      to any Plan; (iii) each Single Employer Plan and, to the best knowledge of
      the Borrower, each Multiemployer Plan has been maintained, operated, and
      funded in compliance with its own terms and in material compliance with
      the provisions of ERISA, the Code, and any other applicable federal or
      state laws; and (iv) no lien in favor of the PBGC or a Plan has arisen or
      is reasonably likely to arise on account of any Plan.

            (b)   The actuarial present value of all "benefit liabilities" (as
      defined in Section 4001(a)(16) of ERISA), whether or not vested, under
      each Single Employer Plan, as of the last annual valuation date prior to
      the date on which this representation is made or deemed made (determined,
      in each case, utilizing the actuarial assumptions used in such Plan's most
      recent actuarial valuation report), did not exceed as of such valuation
      date the fair market value of the assets of such Plan.

            (c)   Neither the Borrower, any of the Subsidiaries of the Borrower
      nor any ERISA Affiliate has incurred, or, to the best knowledge of the
      Borrower, could be reasonably expected to incur, any withdrawal liability
      under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither
      the Borrower, any of the Subsidiaries of the Borrower nor any ERISA
      Affiliate would become subject to any withdrawal liability under ERISA if
      the Borrower, any of the Subsidiaries of the Borrower or any ERISA
      Affiliate were to withdraw completely from all Multiemployer Plans and
      Multiple Employer Plans as of the valuation date most closely preceding
      the date on which this representation is made or deemed made. Neither the
      Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate
      has received any notification that any Multiemployer Plan is in
      reorganization (within the meaning of Section 4241 of ERISA), is insolvent
      (within the meaning of Section 4245 of ERISA), or has been terminated
      (within the meaning of Title IV of ERISA), and no Multiemployer Plan is,
      to the best knowledge of the Borrower, reasonably expected to be in
      reorganization, insolvent, or terminated.

            (d)   No prohibited transaction (within the meaning of Section 406
      of ERISA or Section 4975 of the Code) or breach of fiduciary
      responsibility has occurred with respect to a Plan which has subjected or
      may subject the Borrower, any of the Subsidiaries of the

                                     - 56 -



      Borrower or any ERISA Affiliate to any liability under Sections 406, 409,
      502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any
      agreement or other instrument pursuant to which the Borrower, any of the
      Subsidiaries of the Borrower or any ERISA Affiliate has agreed or is
      required to indemnify any person against any such liability.

            (e)   Neither the Borrower, any Subsidiary of the Borrower nor any
      ERISA Affiliates has any material liability with respect to "expected
      post-retirement benefit obligations" within the meaning of the Financial
      Accounting Standards Board Statement 106.

            (f)   Neither the execution and delivery of this Credit Agreement
      nor the consummation of the financing transactions contemplated thereunder
      will involve any transaction which is subject to the prohibitions of
      Sections 404, 406 or 407 of ERISA or in connection with which a tax could
      be imposed pursuant to Section 4975 of the Code. The representation by the
      Borrower in the preceding sentence is made in reliance upon and subject to
      the accuracy of the Lenders' representation in Section 10.15 with respect
      to their source of funds and is subject, in the event that the source of
      the funds used by the Lenders in connection with this transaction is an
      insurance company's general asset account, to the application of
      Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),
      compliance with the regulations issued under Section 401(c)(1)(A) of
      ERISA, or the issuance of any other prohibited transaction exemption or
      similar relief, to the effect that assets in an insurance company's
      general asset account do not constitute assets of an "employee benefit
      plan" within the meaning of Section 3(3) of ERISA of a "plan" within the
      meaning of Section 4975(e)(1) of the Code.

      5.11  GOVERNMENTAL REGULATIONS, ETC.

            (a)   No part of the proceeds of the Loans will be used, directly or
      indirectly, for the purpose of purchasing or carrying any "margin stock"
      in violation of Regulation U. If requested by any Lender or the
      Administrative Agent, the Borrower will furnish to the Administrative
      Agent and each Lender a statement to the foregoing effect in conformity
      with the requirements of FR Form U-1 referred to in said Regulation U. No
      indebtedness being reduced or retired out of the proceeds of the Loans was
      or will be incurred for the purpose of purchasing or carrying any margin
      stock within the meaning of Regulation U or any "margin security" within
      the meaning of Regulation T. "Margin stock" within the meanings of
      Regulation U does not constitute more than 25% of the value of the
      consolidated assets of the Borrower and its Subsidiaries. None of the
      transactions contemplated by this Credit Agreement (including, without
      limitation, the direct or indirect use of the proceeds of the Loans) will
      violate or result in a violation of the Securities Act of 1933, as
      amended, or the Securities Exchange Act of 1934, as amended, or
      regulations issued pursuant thereto, or Regulation T, U or X.

            (b)   Neither the Borrower nor any of its Subsidiaries is subject to
      regulation under the Public Utility Holding Company Act of 1935, the
      Federal Power Act or the Investment Company Act of 1940, each as amended.
      In addition, neither the Borrower nor any of its Subsidiaries is (i) an
      "investment company" registered or required to be registered

                                     - 57 -



      under the Investment Company Act of 1940, as amended, and is not
      controlled by such a company, or (ii) a "holding company", or a
      "subsidiary company" of a "holding company", or an "affiliate" of a
      "holding company" or of a "subsidiary" of a "holding company", within the
      meaning of the Public Utility Holding Company Act of 1935, as amended.

            (c)   Each of the Borrower and its Subsidiaries has obtained all
      licenses, permits, franchises or other governmental authorizations
      necessary to the ownership of its respective Property and to the conduct
      of its business, except where such failure could not reasonably be
      expected to have a Material Adverse Effect.

            (d)   Neither the Borrower nor any of its Subsidiaries is in
      violation of any applicable statute, regulation or ordinance of the United
      States of America, or of any state, city, town, municipality, county or
      any other jurisdiction, or of any agency thereof (including without
      limitation, environmental laws and regulations), except where such
      violation could not reasonably be expected to have a Material Adverse
      Effect.

            (e)   Each of the Borrower and its Subsidiaries is current with all
      material reports and documents, if any, required to be filed with any
      state or federal securities commission or similar agency and is in full
      compliance in all material respects with all applicable rules and
      regulations of such commissions, except where such failure could not
      reasonably be expected to have a Material Adverse Effect.

      5.12  SUBSIDIARIES.

      Schedule 5.12 sets forth all the Subsidiaries of the Borrower at the
Closing Date, the jurisdiction of their organization and the direct or indirect
ownership interest of the Borrower therein.

      5.13  PURPOSE OF LOANS.

      The proceeds of the Loans hereunder shall be used solely by the Borrower
to (a) to refinance existing Indebtedness of the Borrower under existing credit
agreements, (b) repurchase stock in the Borrower, (c) to finance acquisitions to
the extent permitted under this Credit Agreement and (d) for the working
capital, commercial paper back up, capital expenditures and other lawful
corporate purposes of the Borrower and its Subsidiaries. The Letters of Credit
shall be used only for or in connection with obligations relating to
transactions entered into by the Borrower in the ordinary course of business.

      5.14  DISCLOSURE.

      No certificate (including any financial statements or other documents or
attached thereto) furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Credit Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact

                                     - 58 -



necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                                    SECTION 6

                              AFFIRMATIVE COVENANTS

      The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

      6.1   INFORMATION COVENANTS.

      The Borrower will furnish, or cause to be furnished, to the Administrative
Agent and the Lenders:

            (a)   Annual Financial Statements. As soon as available, and in any
      event within 100 days after the close of each fiscal year of the Borrower
      and its Subsidiaries, a consolidated balance sheet and income statement of
      the Borrower and its Subsidiaries, as of the end of such fiscal year,
      together with related consolidated statements of operations and retained
      earnings and of cash flows for such fiscal year, setting forth in
      comparative form consolidated figures for the preceding fiscal year, all
      such financial information described above to be in reasonable form and
      detail and audited by Ernst & Young LLP (or independent certified public
      accountants of recognized national standing reasonably acceptable to the
      Administrative Agent) and whose opinion shall be to the effect that such
      financial statements have been prepared in accordance with GAAP (except
      for changes with which such accountants concur) and shall not be limited
      as to the scope of the audit or qualified as to the status of the Borrower
      and its Subsidiaries as a going concern.

            (b)   Quarterly Financial Statements. As soon as available, and in
      any event within 50 days after the close of each fiscal quarter of the
      Borrower and its Subsidiaries (other than the fourth fiscal quarter, in
      which case 100 days after the end thereof) a consolidated balance sheet
      and income statement of the Borrower and its Subsidiaries, as of the end
      of such fiscal quarter, together with related consolidated statements of
      operations and retained earnings and of cash flows for such fiscal quarter
      in each case setting forth in comparative form consolidated figures for
      the corresponding period of the preceding fiscal year, all such financial
      information described above to be in reasonable form and detail and
      reasonably acceptable to the Administrative Agent, and accompanied by a
      certificate of a Financial Officer of the Borrower to the effect that such
      quarterly financial statements fairly present in all material respects the
      financial condition of the Borrower and its Subsidiaries and have been
      prepared in accordance with GAAP, subject to changes resulting from audit
      and normal year-end audit adjustments.

            (c)   Officer's Certificate. At the time of delivery of the
      financial statements provided for in Sections 6.1(a) and 6.1(b) above, a
      certificate of a Financial Officer of the

                                     - 59 -



      Borrower substantially in the form of Schedule 6.1(c), (i) demonstrating
      compliance with the financial covenants contained in Sections 6.10 and
      6.11 by calculation thereof as of the end of each such fiscal period and
      (ii) stating that no Default or Event of Default exists, or if any Default
      or Event of Default does exist, specifying the nature and extent thereof
      and what action the Borrower proposes to take with respect thereto.

            (d)   Reports. Promptly upon transmission or receipt thereof, (a)
      copies of any filings and registrations with, and reports to or from, the
      Securities and Exchange Commission, or any successor agency, and copies of
      all financial statements, proxy statements, notices and reports as the
      Borrower or any of its Subsidiaries shall send to its shareholders or to a
      holder of any Indebtedness owed by the Borrower or any of its Subsidiaries
      in its capacity as such a holder and (b) upon the request of the
      Administrative Agent, all reports and written information to and from the
      United States Environmental Protection Agency, or any state or local
      agency responsible for environmental matters, the United States
      Occupational Health and Safety Administration, or any state or local
      agency responsible for health and safety matters, or any successor
      agencies or authorities concerning environmental, health or safety
      matters.

            (e)   Notices. Upon obtaining knowledge thereof, the Borrower will
      give written notice to the Administrative Agent immediately of (a) the
      occurrence of an event or condition consisting of a Default or Event of
      Default, specifying the nature and existence thereof and what action the
      Borrower propose to take with respect thereto, and (b) the occurrence of
      any of the following with respect to the Borrower or any of its
      Subsidiaries (i) the pendency or commencement of any litigation, arbitral
      or governmental proceeding against such Person which if adversely
      determined is reasonably likely to have a Material Adverse Effect, (ii)
      the institution of any proceedings against such Person with respect to, or
      the receipt of notice by such Person of potential liability or
      responsibility for violation, or alleged violation of any federal, state
      or local law, rule or regulation, including but not limited to,
      Environmental Laws, the violation of which would likely have a Material
      Adverse Effect, or (iii) any notice or determination concerning the
      imposition of any withdrawal liability by a Multiemployer Plan against
      such Person or any ERISA Affiliate, the determination that a Multiemployer
      Plan is, or is expected to be, in reorganization within the meaning of
      Title IV of ERISA or the termination of any Plan.

            (f)   ERISA. Upon obtaining knowledge thereof, the Borrower will
      give written notice to the Administrative Agent promptly (and in any event
      within five business days) of: (i) of any event or condition, including,
      but not limited to, any Reportable Event, that constitutes, or might
      reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer
      Plan, the receipt of notice as prescribed in ERISA or otherwise of any
      withdrawal liability assessed against the Borrower or any of its ERISA
      Affiliates, or of a determination that any Multiemployer Plan is in
      reorganization or insolvent (both within the meaning of Title IV of
      ERISA); (iii) the failure to make full payment on or before the due date
      (including extensions) thereof of all amounts which the Borrower, any of
      the Subsidiaries of the Borrower or any ERISA Affiliate is required to
      contribute to each Plan pursuant to its terms and as required to meet the
      minimum funding standard set forth in ERISA and the Code with respect
      thereto; or (iv) any change in the funding status of any

                                     - 60 -



      Plan that reasonably could be expected to have a Material Adverse Effect,
      together with a description of any such event or condition or a copy of
      any such notice and a statement by a Financial Officer of the Borrower
      briefly setting forth the details regarding such event, condition, or
      notice, and the action, if any, which has been or is being taken or is
      proposed to be taken by the Borrower with respect thereto. Promptly upon
      request, the Borrower shall furnish the Administrative Agent and the
      Lenders with such additional information concerning any Plan as may be
      reasonably requested, including, but not limited to, copies of each annual
      report/return (Form 5500 series), as well as all schedules and attachments
      thereto required to be filed with the Department of Labor and/or the
      Internal Revenue Service pursuant to ERISA and the Code, respectively, for
      each "plan year" (within the meaning of Section 3(39) of ERISA).

            (g)   Change of Control; Reorganization. Upon obtaining knowledge
      thereof, the Borrower will promptly provide the Administrative Agent and
      the Lenders with (i) written notice of any actual or expected Change of
      Control or Reorganization, (ii) the circumstances and relevant facts
      regarding such Change of Control or Reorganization (including the
      information with respect to pro forma historical income, cash flow and
      capitalization, each after giving effect to such Change of Control or
      Reorganization, as the case may be), and (iii) such additional information
      and documents regarding such Change of Control or Reorganization as may be
      reasonably requested by the Administrative Agent and/or any Lender.

            (h)   Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Borrower or any of its Subsidiaries as the
      Administrative Agent or the Required Lenders may reasonably request.

      6.2   PRESERVATION OF EXISTENCE AND FRANCHISES.

      Except as would not result in a Material Adverse Effect, the Borrower
will, and will cause each of its Subsidiaries to, do all things necessary to
preserve and keep in full force and effect its existence, rights, franchises and
authority.

      6.3   BOOKS AND RECORDS.

      The Borrower will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

      6.4   COMPLIANCE WITH LAW.

      The Borrower will, and will cause each of its Subsidiaries to, comply with
all laws, rules, regulations and orders, and all applicable restrictions imposed
by all Governmental Authorities, applicable to it and its property if
noncompliance with any such law, rule, regulation, order or restriction would
have a Material Adverse Effect.

                                     - 61 -



      6.5   PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

      Except as otherwise provided pursuant to the terms of the definition of
"Permitted Liens" set forth in Section 1.1, the Borrower will, and will cause
each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and
governmental charges or levies imposed upon it, or upon its income or profits,
or upon any of its properties, before they shall become delinquent, (b) all
lawful claims (including claims for labor, materials and supplies) which, if
unpaid, might give rise to a Lien upon any of its properties, and (c) except as
prohibited hereunder, all of its other Indebtedness as it shall become due.

      6.6   INSURANCE.

      The Borrower will, and will cause each of its Subsidiaries to, at all
times maintain in full force and effect insurance, which may include self
insurance, in such amounts and covering such risks as is consistent with sound
business practices and similarly situated corporations.

      6.7   MAINTENANCE OF PROPERTY.

      The Borrower will, and will cause each of its Subsidiaries to, maintain
and preserve its properties and equipment material to the conduct of its
business in good repair, working order and condition, normal wear and tear and
casualty and condemnation excepted, and will make, or cause to be made, in such
properties and equipment from time to time all repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto as may be needed or
proper, to the extent and in the manner customary for companies in similar
businesses.

      6.8   USE OF PROCEEDS.

      The Borrower will use the proceeds of the Loans solely for the purposes
set forth in Section 5.13.

      6.9   AUDITS/INSPECTIONS.

      Upon reasonable notice and during normal business hours, the Borrower
will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Administrative Agent, including, without limitation,
independent accountants, agents, attorneys, and appraisers to visit and inspect
its property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees and
representatives of such Person.

      6.10  ADJUSTED DEBT TO EBITDAR RATIO.

      The Borrower shall cause the ratio of Consolidated Adjusted Debt to
Consolidated EBITDAR as of the last day of each fiscal quarter to be no greater
than 3.00 to 1.00.

                                     - 62 -



      6.11  INTEREST COVERAGE RATIO.

      The Borrower shall cause the Consolidated Interest Coverage Ratio as of
the last day of each fiscal quarter to be no less than 2.50 to 1.0.

                                    SECTION 7

                               NEGATIVE COVENANTS

      The Borrower hereby covenants and agrees that, so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

      7.1   LIENS.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their Property, whether now owned or after acquired, except for Permitted
Liens.

      7.2   NATURE OF BUSINESS.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
substantively alter the character or conduct of the business conducted by any
such Person as of the Closing Date.

      7.3   CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

      The   Borrower will not, nor will it permit any of its Subsidiaries to:

            (a)   except in connection with a disposition of assets permitted by
      the terms of subsection (c) below, dissolve, liquidate or wind up their
      affairs;

            (b)   enter into any transaction of merger or consolidation;
      provided, however, that, so long as no Default or Event of Default would
      be directly or indirectly caused as a result thereof, (i) the Borrower may
      merge or consolidate with any of its Subsidiaries provided that the
      Borrower is the surviving corporation; (ii) any Subsidiary of the Borrower
      may merge or consolidate with any other Subsidiary of the Borrower; (iii)
      the Borrower or any of its Subsidiaries may merge or consolidate with any
      Person (other than the Borrower or any of its Subsidiaries) provided that
      (A) the Borrower or a Subsidiary of the Borrower is the surviving
      corporation and (B) after giving effect on a pro forma basis to such
      merger or consolidation, no Default or Event of Default would exist
      hereunder; and (iv) the Borrower may consummate the Reorganization
      pursuant to and in accordance with the provisions of the last paragraph of
      this Section 7.3.

            (c)   sell, lease, transfer or otherwise dispose of Property owned
      by and material to the Borrower and its Subsidiaries, taken as a whole
      (other than (i) any such sale, lease,

                                     - 63 -



      transfer or other disposition by a Subsidiary of the Borrower to the
      Borrower or any other Subsidiary of the Borrower), provided, however, for
      the purposes of this subsection (c), sale-leaseback transactions entered
      into by the Borrower or its Subsidiaries shall not be deemed material to
      the Borrower and its Subsidiaries, taken as a whole to the extent the
      aggregate amount with respect to all such transactions entered into after
      the Closing Date does not exceed $500,000,000; and, provided further, the
      Borrower may consummate the Reorganization pursuant to and in accordance
      with the last paragraph of this Section 7.3; or

            (d)   except as otherwise permitted by Section 7.3(a) or Section
      7.3(b), acquire all or any portion of the capital stock or securities of
      any other Person or purchase, lease or otherwise acquire (in a single
      transaction or a series of related transactions) all or any substantial
      part of the Property of any other Person; provided that (i) the Borrower
      or any of its Subsidiaries shall be permitted to make acquisitions of the
      type referred to in this Section 7.3(d), so long as such acquisitions are
      non-hostile and (ii) after giving effect on a pro forma basis to any such
      acquisition (including but not limited to any Indebtedness to be incurred
      or assumed by the Borrower or any of its Subsidiaries in connection
      therewith), no Default or Event of Default would exist hereunder.

      Notwithstanding the foregoing, but subject to the following provisions of
this paragraph, the Borrower will be permitted to effect an internal
reorganization that will result in the AutoZone parent company changing its
state of incorporation from Nevada to Delaware and that will be accomplished
either by (i) the Borrower merging with and into a new wholly-owned Subsidiary
of the Borrower, which Subsidiary (x) will be incorporated in the state of
Delaware and the surviving corporation of such merger, (y) shall, as a result of
such merger, assume by operation of law all of the rights and obligations of the
Borrower under the Credit Agreement, and (z) shall, immediately after the
consummation of such merger, have management and controlling ownership
substantially similar to that of the Borrower immediately prior to the
consummation of such merger or (ii) the Borrower becoming a wholly-owned
Subsidiary of a new holding company incorporated in the State of Delaware, the
outstanding capital stock of which holding company will be owned by the current
shareholders of the Borrower (either such transaction, the "Reorganization").
The Lenders hereby agree that the Borrower shall be permitted to consummate the
Reorganization so long as (i) the consummation of the Reorganization shall not
result in a material and adverse impact to the interests of the Administrative
Agent and/or the Lenders under the Credit Agreement and the Notes, and (ii)
after giving effect to the Reorganization, (A) the Borrower become a
wholly-owned subsidiary of a corporation organized in the State of Delaware and
(B) that the management and controlling ownership of such parent corporation
immediately after the consummation of the Reorganization be substantially
similar to that of the Borrower immediately prior to the consummation of the
Reorganization. The Borrower hereby agrees (i) to provide the Administrative
Agent and the Lenders with such additional information and documents related to
the Reorganization as may be reasonably requested by the Administrative Agent
and/or any Lender and (ii) to execute within a reasonable time after
consummation of the Reorganization (not to exceed sixty (60) days unless
otherwise agreed by the Administrative Agent) such appropriate amendments,
corporate authority documents and other supporting documents to or under the
Credit Agreement evidencing any changes made necessary by the consummation of
the Reorganization (including, without limitation, (x) in the event the Borrower
merges with and into a new wholly-owned Subsidiary of

                                     - 64 -



the Borrower, a legal opinion of Borrower's counsel, in form and substance
reasonably acceptable to the Administrative Agent's legal counsel, addressing
the enforceability of the Credit Documents with respect to such surviving
Subsidiary and (y) in the event that the Borrower becomes a wholly-owned
subsidiary of a new parent holding company incorporated in Delaware, a guaranty
by such new parent holding company of the Borrower's obligations under the
Credit Agreement) and such other changes as may be mutually agreed to by the
Borrower (or its successor, if applicable) and the parties hereto, each in form
and substance reasonably acceptable to the Borrower (or its successor, if
applicable), the Administrative Agent and the Required Lenders. The Borrower
acknowledges that the agreement of the Lenders evidenced in this paragraph is
given in reliance upon the foregoing conditions and agreements and shall be
deemed revoked if any such condition or agreement is breached.

      7.4   FISCAL YEAR.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
change its fiscal year without first obtaining the written consent of the
Required Lenders (such consent not to be unreasonably withheld).

      7.5   SUBSIDIARY INDEBTEDNESS.

      The Borrower will not permit any of its Subsidiaries to contract, create,
incur, assume or permit to exist any Indebtedness, except:

            (a)   Indebtedness set forth on Schedule 7.5 (and any renewals,
      refinancings or extensions thereof on terms and conditions no more
      favorable, in the aggregate, to such creditor than such existing
      Indebtedness and in a principal amount not in excess of that outstanding
      as of the date of such renewal, refinancing or extension);

            (b)   intercompany Indebtedness owed by a Subsidiary of the Borrower
      to the Borrower or to another wholly-owned Subsidiary of the Borrower;

            (c)   Indebtedness of the Subsidiaries incurred after the Closing
      Date to provide all or a portion of the purchase price of short-lived
      assets (such as trucks and computer equipment) which may be treated as
      Capital Leases in accordance with GAAP in an aggregate amount not to
      exceed $50,000,000 in any fiscal year;

            (d)   Indebtedness of the Subsidiaries incurred in connection with
      synthetic leases, tax retention operating leases, off-balance sheet loans
      or similar off-balance sheet financings in an aggregate amount not to
      exceed $150,000,000 in any two consecutive fiscal years;

            (e)   Indebtedness of the Mexican Subsidiaries in an aggregate
      principal amount for all Mexican Subsidiaries not to exceed $150,000,000
      at any time outstanding; and

            (f)   other Indebtedness in an aggregate principal amount not to
      exceed $25,000,000 at any time outstanding.

                                     - 65 -



                                    SECTION 8

                                EVENTS OF DEFAULT

      8.1   EVENTS OF DEFAULT.

      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

            (a)   Payment. The Borrower shall

                  (i)   default in the payment when due of any principal of any
            of the Loans, or

                  (ii)  default, and such default shall continue for five (5) or
            more Business Days, in the payment when due of any interest on the
            Loans, or of any Fees or other amounts owing hereunder, under any of
            the other Credit Documents or in connection herewith or therewith;
            or

            (b)   Representations. Any representation, warranty or statement
      made or deemed to be made by the Borrower herein, in any of the other
      Credit Documents, or in any statement or certificate delivered or required
      to be delivered pursuant hereto or thereto shall prove untrue in any
      material respect on the date as of which it was deemed to have been made;
      or

            (c)   Covenants. The Borrower shall

                  (i)   default in the due performance or observance of any
            term, covenant or agreement contained in Sections 6.2, 6.8, 6.10,
            6.11 or 7.1 through 7.3, inclusive, and 7.5, or

                  (ii)  default in the due performance of any term, covenant or
            agreement contained in Section 6.1 and such default shall continue
            unremedied for a period of at least 5 days after the earlier of a
            responsible officer of the Borrower becoming aware of such default
            or notice thereof by the Administrative Agent.

                  (iii) default in the due performance or observance by it of
            any term, covenant or agreement (other than those referred to in
            subsections (a), (b), (c)(i) or (c)(ii) of this Section 8.1)
            contained in this Credit Agreement and such default shall continue
            unremedied for a period of at least 30 days after the earlier of a
            responsible officer of the Borrower becoming aware of such default
            or notice thereof by the Administrative Agent; or

                                     - 66 -



            (d)   Bankruptcy, etc. Any Bankruptcy Event shall occur with respect
      to the Borrower or any of its Subsidiaries; or

            (e)   Other Indebtedness. With respect to any Indebtedness (other
      than Indebtedness outstanding under this Credit Agreement or owing to the
      Borrower or any of its Subsidiaries) in excess of $35,000,000 in the
      aggregate for the Borrower and its Subsidiaries taken as a whole, (i) the
      Borrower or any of its Subsidiaries shall (A) default in any payment
      (beyond the applicable grace period with respect thereto, if any) with
      respect to any such Indebtedness, or (B) default in the observance or
      performance relating to such Indebtedness or contained in any instrument
      or agreement evidencing, securing or relating thereto, or any other event
      or condition shall occur or condition exist, the effect of which default
      or other event or condition is to cause, or permit, the holder or holders
      of such Indebtedness (or trustee or agent on behalf of such holders) to
      cause, any such Indebtedness to become due prior to the applicable
      maturity date, but after the expiration of all applicable grace periods,
      and such Indebtedness shall not be repaid when due; or (ii) any such
      Indebtedness shall be declared due and payable, or required to be prepaid
      other than by a regularly scheduled required prepayment, prior to the
      stated maturity thereof and shall not be repaid when due; or

            (f)   Judgments. One or more judgments or decrees shall be entered
      against the Borrower or any of its Subsidiaries involving a liability of
      $25,000,000 or more in the aggregate (to the extent not paid or covered by
      insurance) and any such judgments or decrees shall not have been vacated,
      discharged or stayed or bonded pending appeal within 30 days from the
      entry thereof, or if longer, within the applicable appeal period (but in
      no event for more than 90 days from the entry thereof); or

            (g)   ERISA. Any of the following events or conditions, if such
      event or condition reasonably could be expected to have a Material Adverse
      Effect: (1) any "accumulated funding deficiency," as such term is defined
      in Section 302 of ERISA and Section 412 of the Code, whether or not
      waived, shall exist with respect to any Plan, or any lien shall arise on
      the assets of the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur
      with respect to a Single Employer Plan, which is, in the reasonable
      opinion of the Administrative Agent, likely to result in the termination
      of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall
      occur with respect to a Multiemployer Plan or Multiple Employer Plan,
      which is, in the reasonable opinion of the Administrative Agent, likely to
      result in (i) the termination of such Plan for purposes of Title IV of
      ERISA, or (ii) the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate incurring any liability in connection with a withdrawal from,
      reorganization of (within the meaning of Section 4241 of ERISA), or
      insolvency or (within the meaning of Section 4245 of ERISA) such Plan; or
      (4) any prohibited transaction (within the meaning of Section 406 of ERISA
      or Section 4975 of the Code) or breach of fiduciary responsibility shall
      occur which may subject the Borrower, any Subsidiary of the Borrower or
      any ERISA Affiliate to any liability

                                     - 67 -



      under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the
      Code, or under any agreement or other instrument pursuant to which the
      Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed
      or is required to indemnify any person against any such liability.

            (i)   Letters of Credit. The Borrower shall (i) default in the
      payment when due of any reimbursement obligations arising from drawings
      under Letters of Credit (it being understood that such payment may be
      accomplished pursuant to the application of proceeds from a new Base Rate
      Loan made in accordance with the provisions of Section 2.4(c) or pursuant
      to the application of funds held in a cash collateral account) or (ii)
      default, and such defaults shall continue for five (5) or more Business
      Days, in the payment when due of any interest on any reimbursement
      obligations arising from drawings under Letters of Credit.

      8.2   ACCELERATION; REMEDIES.

      Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the Required Lenders
or cured to the satisfaction of the Required Lenders (pursuant to the voting
procedures in Section 10.6), the Administrative Agent shall, upon the request
and direction of the Required Lenders, by written notice to the Borrower take
any of the following actions:

            (a)   Termination of Commitments. Declare the Commitments terminated
      whereupon the Commitments shall be immediately terminated.

            (b)   Acceleration. Declare the unpaid principal of and any accrued
      interest in respect of all Loans and any and all other indebtedness or
      obligations of any and every kind owing by the Borrower to the
      Administrative Agent and/or any of the Lenders hereunder to be due
      whereupon the same shall be immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by the Borrower.

            (c)   Enforcement of Rights. Enforce any and all rights and
      interests created and existing under the Credit Documents and all rights
      of set-off.

            (d)   Cash Collateral. Direct the Borrower to pay (and the Borrower
      agrees that upon receipt of such notice, or upon the occurrence of an
      Event of Default under Section 8.1(d), it will immediately pay) to the
      Administrative Agent additional cash, to be held by the Administrative
      Agent (or as otherwise specified in the definition of "Cash
      Collateralize"), for the benefit of the Lenders, in a cash collateral
      account as additional security for the L/C Obligations in respect of
      subsequent drawings under all then outstanding Letters of Credit in an
      amount equal to the maximum aggregate amount which may be drawn under all
      Letters of Credits then outstanding.

            Notwithstanding the foregoing, if an Event of Default specified in
      Section 8.1(d) shall occur, then the Commitments shall automatically
      terminate and all Loans,

                                     - 68 -



      reimbursement obligations arising from drawings under Letters of Credit,
      all accrued interest in respect thereof, all accrued and unpaid Fees and
      other indebtedness or obligations owing to the Administrative Agent and/or
      any of the Lenders hereunder in respect thereof automatically shall
      immediately become due and payable without the giving of any notice or
      other action by the Administrative Agent or the Lenders.

                                    SECTION 9

                                AGENCY PROVISIONS

      9.1   APPOINTMENT.

      (a)   Each Lender hereby designates and appoints Fleet National Bank as
administrative agent (in such capacity as Administrative Agent hereunder, the
"Administrative Agent") of such Lender to act as specified herein and the other
Credit Documents, and each such Lender hereby authorizes the Administrative
Agent as the agent for such Lender, to take such action on its behalf under the
provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere herein and in the other Credit Documents, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein and therein, or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Credit Agreement or any of the other Credit
Documents, or shall otherwise exist against the Administrative Agent. The
provisions of this Section are solely for the benefit of the Administrative
Agent and the Lenders and the Borrower shall have no rights as a third party
beneficiary of the provisions hereof. In performing its functions and duties
under this Credit Agreement and the other Credit Documents, the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency or trust with
or for the Borrower or any of its Affiliates.

      (b)   Each L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for such L/C Issuer with respect thereto;
provided, however, that such L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Section 9 with
respect to any acts taken or omissions suffered by such L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent" as used in this Section 9
included such L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to such L/C Issuer.

                                     - 69 -



      9.2   DELEGATION OF DUTIES.

      The Administrative Agent may execute any of its respective duties
hereunder or under the other Credit Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties; provided that the use of any agents or
attorneys-in-fact shall not relieve the Administrative Agent of its duties
hereunder.

      9.3   EXCULPATORY PROVISIONS.

      The Administrative Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (b) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower contained herein or in any of
the other Credit Documents or in any certificate, report, document, financial
statement or other written or oral statement referred to or provided for in, or
received by the Administrative Agent under or in connection herewith or in
connection with the other Credit Documents, or enforceability or sufficiency
therefor of any of the other Credit Documents, or for any failure of the
Borrower to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Credit
Agreement, or any of the other Credit Documents or for any representations,
warranties, recitals or statements made herein or therein or made by the
Borrower in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by the Administrative Agent
to the Lenders or by or on behalf of the Borrower to the Administrative Agent or
any Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default or to
inspect the properties, books or records of the Borrower or any of its
Affiliates.

      9.4   RELIANCE ON COMMUNICATIONS.

      The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation reasonably believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower, independent accountants
and other experts selected by the Administrative Agent with reasonable care).
The Administrative Agent may deem and treat the Lenders as the owner of their
respective interests hereunder for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent in accordance with Section 10.3(b) hereof. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement or under any of the other Credit Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense

                                     - 70 -



which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder or under any of the other Credit
Documents in accordance with a request of the Required Lenders (or to the extent
specifically provided in Section 10.6, all the Lenders) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders (including their successors and assigns).

      9.5   NOTICE OF DEFAULT.

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to the Credit Document, describing such Default or Event of Default and stating
that such notice is a "notice of default." In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders.

      9.6   NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

      Each Lender expressly acknowledges that each of the Administrative Agent
and its officers, directors, employees, agents, attorneys-in-fact or affiliates
has not made any representations or warranties to it and that no act by the
Administrative Agent or any affiliate thereof hereinafter taken, including any
review of the affairs of the Borrower or any of its Affiliates, shall be deemed
to constitute any representation or warranty by the Administrative Agent to any
Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower or its Affiliates and made its own decision to
make its Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower and its
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
assets, property, financial or other conditions, prospects or creditworthiness
of the Borrower or any of its Affiliates which may come into the possession of
the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

      9.7   INDEMNIFICATION.

      The Lenders agree to indemnify the Administrative Agent in its capacity as
such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do

                                     - 71 -



so), ratably according to their respective Commitments (or if the Commitments
have expired or been terminated, in accordance with the respective principal
amounts of outstanding Loans and Participation Interests of the Lenders), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at any time
following the final payment of all of the obligations of the Borrower hereunder
and under the other Credit Documents) be imposed on, incurred by or asserted
against the Administrative Agent in its capacity as such in any way relating to
or arising out of this Credit Agreement or the other Credit Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent, be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section shall survive the repayment of the Loans and other obligations under the
Credit Documents and the termination of the Commitments hereunder.

      9.8   ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

      Fleet, each other L/C Issuer and their respective Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with each of the Borrower and
its respective Affiliates as though Fleet were not the Administrative Agent or
such L/C Issuer were not an L/C Issuer hereunder, as applicable, and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to
such activities, Fleet, each L/C Issuer and their respective Affiliates may
receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or such Affiliate) and acknowledge that neither the Administrative
Agent nor such L/C Issuer shall be under any obligation to provide such
information to them. With respect to its Loans or any Letter of Credit issued by
it, Fleet or such other L/C Issuer, as applicable, shall have the same rights
and powers under the Credit Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent or an L/C
Issuer, and the terms "Lender" and "Lenders" include Fleet or such other L/C
Issuer, as applicable, in its individual capacity.

      9.9   SUCCESSOR ADMINISTRATIVE AGENT.

      The Administrative Agent may, at any time, resign upon 20 days' written
notice to the Lenders, and may be removed, upon show of cause, by the Required
Lenders upon 30 days' written notice to the Administrative Agent. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent; provided that, so long as no Default or Event of
Default has occurred and is continuing, such successor Administrative Agent
shall be reasonably acceptable to the Borrower. If no successor Administrative
Agent shall have

                                     - 72 -



been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the notice of resignation or notice of
removal, as appropriate, then the retiring Administrative Agent shall select a
successor Administrative Agent provided such successor is a Lender hereunder or
a commercial bank organized under the laws of the United States of America or of
any State thereof and has a combined capital and surplus of at least
$400,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations as Administrative Agent, as
appropriate, under this Credit Agreement and the other Credit Documents and the
provisions of this Section 9 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this Credit
Agreement.

      9.10  SYNDICATION AGENT.

      The Syndication Agent, in its capacity as such, shall have no rights,
powers, duties or obligations under this Credit Agreement or any of the other
Credit Documents.

                                   SECTION 10

                                  MISCELLANEOUS

      10.1  NOTICES.

      Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted and received (by confirmation of receipt) via
telecopy (or other facsimile device) to the number set out below, (iii) the day
on which the same has been delivered by a reputable national overnight air
courier service to the addressee, or (iv) the day on which the same is delivered
to the addressee or delivery refused by the addressee by certified or registered
mail, postage prepaid, in each case to the respective parties at the address, in
the case of the Borrower and the Administrative Agent, set forth below, and, in
the case of the Lenders, set forth on Schedule 2.1(a), or at such other address
as such party may specify by written notice to the other parties hereto:

                                     - 73 -



                  if to the Borrower:

                           AutoZone, Inc.
                           123 South Front Street
                           Memphis, TN  38103
                           Attn:  Chief Financial Officer
                           Telephone: (901) 495-7897
                           Telecopy: (901) 495-8317

                  with a copy to the Treasurer and to the General Counsel for
                  the Borrower at the same address;

                  if to the Administrative Agent:

                           Fleet National Bank
                           Agency Services
                           1633 Broadway, 28th Floor
                           NYEH52628
                           New York, NY 10019
                           Attn: Brenda Barnett
                           Telephone: 314-465-6658
                           Telecopy: 314-465-6450

                           with a copy to:

                           Fleet National Bank
                           MADE10510A
                           40 Broad Street
                           Boston, MA 02109
                           Attn: Alexis MacElhiney, Vice President
                           Telephone: (617) 434-3817
                           Telecopy: (617) 434-6685

                  For Letter of Credit Applications:

                           FOR FLEET, AS L/C ISSUER:

                           Fleet National Bank
                           100 Federal Street
                           Boston, Massachusetts 02110

                                     - 74 -



                           FOR BANK OF AMERICA, AS L/C ISSUER:

                           Bank of America, N.A.
                           Attn: Sandra Leon
                           Trade Finance - Standby Letters of Credit
                           Mail Code: CA9-703-19-23
                           333 South Beaudry Street
                           Los Angeles, CA 90071
                           Telephone: (213) 345-6632
                           Telecopy: (213) 345-6694

                           with copy to:

                           Fleet National Bank
                           Agency Services
                           1633 Broadway, 28th Floor
                           NYEH52628
                           New York, NY 10019
                           Attn: Brenda Barnett

                           FOR SUNTRUST, AS L/C ISSUER:

                           SunTrust Bank
                           Attn: Letter of Credit Department
                           25 Park Place, 16th Floor
                           MC-3706
                           Atlanta, Georgia  30303
                           Telecopy: 404-588-8129

                           with a copy to:

                           SunTrust Bank
                           Attn: Bryan W. Ford, Director
                           6410 Poplar Avenue; Ste 320
                           Memphis, TN 38119
                           Telecopy: 901-766-7565

                           Fleet National Bank
                           Agency Services
                           1633 Broadway, 28th Floor
                           NYEH52628
                           New York, NY 10019
                           Attn: Brenda Barnett

                                     - 75 -



      10.2  RIGHT OF SET-OFF.

      In addition to any rights now or hereafter granted under applicable law,
and not by way of limitation of any such rights, upon the occurrence of an Event
of Default, each Lender is authorized at any time and from time to time, without
presentment, demand, protest or other notice of any kind (all of which rights
being hereby expressly waived), to set-off and to appropriate and apply any and
all deposits (general or special) and any other indebtedness at any time held or
owing by such Lender (including, without limitation, branches, agencies or
Affiliates of such Lender wherever located) to or for the credit or the account
of the Borrower against obligations and liabilities of such Person to such
Lender hereunder, under the Notes or the other Credit Documents, irrespective of
whether such Lender shall have made any demand hereunder and although such
obligations, liabilities or claims, or any of them, may be contingent or
unmatured, and any such set-off shall be deemed to have been made immediately
upon the occurrence of an Event of Default even though such charge is made or
entered on the books of such Lender subsequent thereto. Any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Section 3.13 or
Section 10.3(d) may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

      10.3  BENEFIT OF AGREEMENT.

            (a)   Generally. This Credit Agreement shall be binding upon and
      inure to the benefit of and be enforceable by the respective successors
      and assigns of the parties hereto; provided that the Borrower may not
      assign or transfer any of its interests without prior written consent of
      the Lenders other than in connection with a Reorganization permitted by
      Section 7.03 hereof; provided further that the rights of each Lender to
      transfer, assign or grant participations in its rights and/or obligations
      hereunder shall be limited as set forth in this Section 10.3, provided
      however that nothing herein shall prevent or prohibit any Lender from (i)
      pledging its Loans hereunder to a Federal Reserve Bank in support of
      borrowings made by such Lender from such Federal Reserve Bank, or (ii)
      granting assignments or selling participations in such Lender's Loans
      and/or Commitments hereunder to its parent company and/or to any Affiliate
      or Subsidiary of such Lender.

            (b)   Assignments. Each Lender may assign all or a portion of its
      rights and obligations hereunder, pursuant to an assignment agreement
      substantially in the form of Schedule 10.3(b), to (i) any Lender or any
      Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank,
      financial institution or "accredited investor" (as defined in Regulation D
      of the Securities and Exchange Commission) that is reasonably acceptable
      to the Administrative Agent and, so long as no Default or Event of Default
      has occurred and is continuing, is reasonably acceptable to the Borrower;
      provided that (i) any such assignment (other than any assignment to an
      existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or,
      if less, the remaining amount of the Commitment being assigned by such
      Lender) of the Commitments and in integral multiples of $1,000,000 above
      such amount, and (ii) so long as no Event of Default has occurred and is
      continuing, no Lender shall assign more than 50% of such Lender's original
      Revolving Commitment without the written

                                     - 76 -



      consent of the Borrower, such consent not to be unreasonably withheld. Any
      assignment hereunder shall be effective upon delivery to the
      Administrative Agent of written notice of the assignment together with a
      transfer fee of $3,500 payable to the Administrative Agent for its own
      account from and after the later of (i) the effective date specified in
      the applicable assignment agreement and (ii) the date of recording of such
      assignment in the Register pursuant to the terms of subsection (c) below.
      The assigning Lender will give prompt notice to the Administrative Agent
      and the Borrower of any such assignment. Upon the effectiveness of any
      such assignment (and after notice to, and (to the extent required pursuant
      to the terms hereof), with the consent of, the Borrower as provided
      herein), the assignee shall become a "Lender" for all purposes of this
      Credit Agreement and the other Credit Documents and, to the extent of such
      assignment, the assigning Lender shall be relieved of its obligations
      hereunder to the extent of the Loans and Commitment components being
      assigned. Along such lines the Borrower agrees that upon notice of any
      such assignment and surrender of the appropriate Note or Notes, it will
      promptly provide to the assigning Lender and to the assignee separate
      promissory notes in the amount of their respective interests substantially
      in the form of the original Note (but with notation thereon that it is
      given in substitution for and replacement of the original Note or any
      replacement notes thereof). By executing and delivering an assignment
      agreement in accordance with this Section 10.3(b), the assigning Lender
      thereunder and the assignee thereunder shall be deemed to confirm to and
      agree with each other and the other parties hereto as follows: (i) such
      assigning Lender warrants that it is the legal and beneficial owner of the
      interest being assigned thereby free and clear of any adverse claim; (ii)
      except as set forth in clause (i) above, such assigning Lender makes no
      representation or warranty and assumes no responsibility with respect to
      any statements, warranties or representations made in or in connection
      with this Credit Agreement, any of the other Credit Documents or any other
      instrument or document furnished pursuant hereto or thereto, or the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value of this Credit Agreement, any of the other Credit Documents or any
      other instrument or document furnished pursuant hereto or thereto or the
      financial condition of the Borrower or any of its respective Affiliates or
      the performance or observance by the Borrower of any of its obligations
      under this Credit Agreement, any of the other Credit Documents or any
      other instrument or document furnished pursuant hereto or thereto; (iii)
      such assignee represents and warrants that it is legally authorized to
      enter into such assignment agreement; (iv) such assignee confirms that it
      has received a copy of this Credit Agreement, the other Credit Documents
      and such other documents and information as it has deemed appropriate to
      make its own credit analysis and decision to enter into such assignment
      agreement; (v) such assignee will independently and without reliance upon
      the Administrative Agent, such assigning Lender or any other Lender, and
      based on such documents and information as it shall deem appropriate at
      the time, continue to make its own credit decisions in taking or not
      taking action under this Credit Agreement and the other Credit Documents;
      (vi) such assignee appoints and authorizes the Administrative Agent to
      take such action on its behalf and to exercise such powers under this
      Credit Agreement or any other Credit Document as are delegated to the
      Administrative Agent by the terms hereof or thereof, together with such
      powers as are reasonably incidental thereto; and (vii) such assignee
      agrees that it will perform in accordance with their terms all the
      obligations which by the terms of this Credit Agreement and the other
      Credit Documents are required to be performed by it as a Lender. If the
      assignee is not a United States person

                                     - 77 -



      under Section 7701(a)(30) of the Code, it shall deliver to the Borrower
      and the Administrative Agent a valid certification as to exemption from
      deduction or withholding of taxes in accordance with Section 3.10.

            (c)   Maintenance of Register. The Administrative Agent shall
      maintain at one of its offices in Boston, Massachusetts (i) a copy of each
      New Commitment Agreement, (ii) a copy of each Lender assignment agreement
      delivered to it in accordance with the terms of subsection (b) above and
      (iii) a register for the recordation of the identity of the principal
      amount, type and Interest Period of each Loan outstanding hereunder, the
      names, addresses and the Commitments of the Lenders pursuant to the terms
      hereof from time to time (the "Register"). The Administrative Agent will
      make reasonable efforts to maintain the accuracy of the Register and to
      promptly update the Register from time to time, as necessary. The Register
      shall be prima facie, but not conclusive, evidence of the information
      contained therein and the Borrower, the Administrative Agent and the
      Lenders may treat each Person whose name is recorded in the Register
      pursuant to the terms hereof as a Lender hereunder for all purposes of
      this Credit Agreement. The Register shall be available for inspection by
      the Borrower and each Lender, at any reasonable time and from time to time
      upon reasonable prior notice.

            (d)   Participations. Each Lender may sell, transfer, grant or
      assign participations in all or any part of such Lender's interests and
      obligations hereunder; provided that (i) such selling Lender shall remain
      a "Lender" for all purposes under this Credit Agreement (such selling
      Lender's obligations under the Credit Documents remaining unchanged) and
      the participant shall not constitute a Lender hereunder, (ii) no such
      participant shall have, or be granted, rights to approve any amendment or
      waiver relating to this Credit Agreement or the other Credit Documents
      except to the extent any such amendment or waiver would (A) reduce the
      principal of or rate of interest on or Fees in respect of any Loans in
      which the participant is participating or (B) postpone the date fixed for
      any payment of principal (including extension of the Termination Date or
      the date of any mandatory prepayment), interest or Fees in which the
      participant is participating, and (iii) sub-participations by the
      participant (except to an affiliate, parent company or affiliate of a
      parent company of the participant) shall be prohibited. In the case of any
      such participation, the participant shall not have any rights under this
      Credit Agreement or the other Credit Documents (the participant's rights
      against the selling Lender in respect of such participation to be those
      set forth in the participation agreement with such Lender creating such
      participation) and all amounts payable by the Borrower hereunder shall be
      determined as if such Lender had not sold such participation, provided,
      however, that such participant shall be entitled to receive additional
      amounts under Sections 3.6, 3.9 and 3.11 on the same basis as if it were a
      Lender provided that it shall not be entitled to receive any more than the
      selling Lender would have received had it not sold the participation.

            (e)   Designation.

                  (i)   Notwithstanding anything to the contrary contained
            herein, any Lender (a "Designating Lender") may grant to one or more
            special purpose funding vehicles (each, an "SPV"), identified as
            such in writing from time to time

                                     - 78 -



            by the Designating Lender to the Administrative Agent and the
            Borrower, the option to provide to the Borrower all or any part of
            any Loan that such Designating Lender would otherwise be obligated
            to make to the Borrower pursuant to this Credit Agreement; provided
            that (I) nothing herein shall constitute a commitment by any SPV to
            make any Loan, (II) if an SPV elects not to exercise such option or
            otherwise fails to provide all or any part of such Loan, the
            Designating Lender shall be obligated to make such Loan pursuant to
            the terms hereof, (III) the Designating Lender shall remain liable
            for any indemnity or other payment obligation with respect to its
            Commitment hereunder and (IV) each such SPV would satisfy the
            requirements of Section 3.10 if such SPV was a Lender hereunder. The
            making of a Loan by an SPV hereunder shall utilize the Commitment of
            the Designating Lender to the same extent, and as if, such Loan were
            made by such Designating Lender.

                  (ii)  As to any Loans or portion thereof made by it, each SPV
            shall have all the rights that a Lender making such Loans or portion
            thereof would have had under this Credit Agreement; provided,
            however that each SPV shall have granted to its Designating Lender
            an irrevocable power of attorney, to deliver and receive all
            communications and notices under this Credit Agreement (and any
            related documents) and to exercise on such SPV's behalf, all of such
            SPV's voting rights under this Credit Agreement. No additional Note
            shall be required to evidence the Loans or portion thereof made by
            an SPV; and the related Designating Lender shall be deemed to hold
            its Note as agent for such SPV to the extent of the Loans or portion
            thereof funded by such SPV. In addition, any payments for the
            account of any SPV shall be paid to its Designating Lender as agent
            for such SPV.

                  (iii) Each party hereto hereby agrees that no SPV shall be
            liable for any indemnity or payment under this Credit Agreement for
            which a Lender would otherwise be liable for so long as, and to the
            extent, the Designating Lender provides such indemnity or makes such
            payment. In furtherance of the foregoing, each party hereto hereby
            agrees (which agreement shall survive the termination of this Credit
            Agreement) that, prior to the date that is one year and one day
            after the payment in full of all outstanding prior indebtedness of
            any SPV, it will not institute against, or join any other person in
            instituting against, such SPV any bankruptcy, reorganization,
            arrangement, insolvency or liquidation proceedings or similar
            proceedings under the laws of the United States or any State
            thereof.

                  (iv)  In addition, notwithstanding anything to the contrary
            contained in this Section 10.3 or otherwise in this Credit
            Agreement, any SPV may (I) at any time and without paying any
            processing fee therefor, assign or participate all or a portion of
            its interest in any Loans to the Designating Lender (or to any other
            SPV of such Designating Lender) or to any financial institutions
            providing liquidity and/or credit support to or for the account of
            such SPV to support the funding or maintenance of Loans and (II)
            disclose on a confidential basis any non-public information relating
            to its Loans to any rating agency, commercial paper dealer or
            provider of any surety, guarantee or credit or liquidity
            enhancements to such SPV.

                                     - 79 -



            This Section 10.3 may not be amended without the written consent of
            any Designating Lender affected thereby.

      10.4  NO WAIVER; REMEDIES CUMULATIVE.

      No failure or delay on the part of the Administrative Agent or any Lender
in exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Administrative Agent or any Lender
and the Borrower shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein are cumulative and not exclusive of any rights or
remedies which the Administrative Agent or any Lender would otherwise have. No
notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders to
any other or further action in any circumstances without notice or demand.

      10.5  PAYMENT OF EXPENSES, ETC.

      The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and
expenses (i) of the Administrative Agent in connection with the negotiation,
preparation, execution and delivery and administration of this Credit Agreement
and the other Credit Documents and the documents and instruments referred to
therein (including, subject to any agreed upon limitations, the reasonable fees
and expenses of Moore & Van Allen, PLLC, special counsel to the Administrative
Agent and non-duplicative allocated costs of internal counsel) and any
amendment, waiver or consent relating hereto and thereto including, but not
limited to, any such amendments, waivers or consents resulting from or related
to any work-out, renegotiation or restructure relating to the performance by the
Borrower under this Credit Agreement and (ii) of the Administrative Agent and
the Lenders in connection with enforcement of the Credit Documents and the
documents and instruments referred to therein (including, without limitation, in
connection with any such enforcement, the reasonable fees and disbursements of
counsel (including non-duplicative allocated costs of internal counsel) for the
Administrative Agent and each of the Lenders); (b) pay and hold each of the
Lenders harmless from and against any and all future stamp and other similar
taxes with respect to the foregoing matters and save each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (c) indemnify each Lender, its officers,
directors, employees, representatives, agents and Affiliates from and hold each
of them harmless against any and all losses, liabilities, claims, damages or
expenses incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of (i) any investigation, litigation or other
proceeding (whether or not any Lender is a party thereto, but excluding any
investigation initiated by the Person seeking indemnification hereunder) related
to the entering into and/or performance of any Credit Document or the use of
proceeds of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions contemplated in any Credit Document,
including, without limitation, the reasonable fees and disbursements of counsel
(including non-duplicative allocated costs of internal counsel) incurred in
connection with any such investigation, litigation or other proceeding or (ii)
the presence or Release of any Materials of Environmental Concern at, under or

                                     - 80 -



from any Property owned, operated or leased by the Borrower or any of its
Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to
comply with any Environmental Law (but excluding, in the case of either of
clause (i) or (ii) above, any such losses, liabilities, claims, damages or
expenses to the extent (A) incurred by reason of gross negligence or willful
misconduct on the part of the Person to be indemnified, (B) owing to the
Borrower or (C) owing to another Person entitled to indemnification hereunder).
In no event shall the Administrative Agent or any Lender be liable for any
damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in
connection with this Credit Agreement, nor shall any the Administrative Agent or
any Lender have any liability for any indirect or consequential damages relating
to this Credit Agreement or any other Credit Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date).

      10.6  AMENDMENTS, WAIVERS AND CONSENTS.

      Neither this Credit Agreement nor any other Credit Document nor any of the
terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower, provided, however, that:

            (a)   no such amendment, change, waiver, discharge or termination
      shall, without the consent of each Lender directly affected thereby, (i)
      reduce the rate or extend the time of payment of interest (other than as a
      result of (x) waiving the applicability of any post-default increase in
      interest rates or (y) an amendment approved by the Required Lenders as set
      forth in the definition of "Applicable Percentage" following the
      withdrawal by S&P and Moody's of their ratings on the Borrower's senior
      unsecured (non-credit enhanced) long term debt) on any Loan or fees
      hereunder, (ii) reduce the rate or extend the time of payment of any fees
      owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B)
      the final maturity of any Loan, or any portion thereof, or (iv) reduce the
      principal amount on any Loan;

            (b)   no such amendment, change, waiver, discharge or termination
      shall, without the consent of each Lender directly affected thereby, (i)
      except as otherwise permitted under Section 3.4(b), increase the
      Commitments of the Lenders over the amount thereof in effect (it being
      understood and agreed that a waiver of any Default or Event of Default
      shall not constitute a change in the terms of any Commitment of any
      Lender), (ii) amend, modify or waive any provision of this Section 10.6 or
      Section 3.6, 3.10, 3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or 10.9,
      (iii) reduce or increase any percentage specified in, or otherwise modify,
      the definition of "Required Lenders," or (iv) consent to the assignment or
      transfer by the Borrower of any of its rights and obligations under (or in
      respect of) the Credit Documents to which it is a party;

            (c)   no provision of Section 2.3 may be amended without the consent
      of the Swingline Lender and no provision of Section 9 may be amended
      without the consent of the Administrative Agent; and

                                     - 81 -



            (d)   designation of the Master Account or of any Financial Officer
      may not be made without the written consent of at least two Financial
      Officers of the Borrower.

      10.7  COUNTERPARTS.

      This Credit Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart.

      10.8  HEADINGS.

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

      10.9  SURVIVAL.

      All indemnities set forth herein, including, without limitation, in
Section 3.9, 3.11, 9.7 or 10.5 shall survive the execution and delivery of this
Credit Agreement, the making of the Loans, the repayment of the Loans and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Borrower herein
shall survive delivery of the Notes and the making of the Loans hereunder.

      10.10 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

            (a)   THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
      RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
      GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
      THE STATE OF NEW YORK. Any legal action or proceeding with respect to this
      Credit Agreement or any other Credit Document may be brought in the courts
      of the State of New York in New York County, or of the United States for
      the Southern District of New York, and, by execution and delivery of this
      Credit Agreement, the Borrower hereby irrevocably accepts for itself and
      in respect of its property, generally and unconditionally, the
      nonexclusive jurisdiction of such courts. The Borrower further irrevocably
      consents to the service of process out of any of the aforementioned courts
      in any such action or proceeding by the mailing of copies thereof by
      registered or certified mail, postage prepaid, to it at the address set
      out for notices pursuant to Section 10.1, such service to become effective
      three (3) days after such mailing. Nothing herein shall affect the right
      of the Administrative Agent to serve process in any other manner permitted
      by law or to commence legal proceedings or to otherwise proceed against
      the Borrower in any other jurisdiction.

            (b)   The Borrower hereby irrevocably waives any objection which it
      may now or hereafter have to the laying of venue of any of the aforesaid
      actions or proceedings arising out of or in connection with this Credit
      Agreement or any other Credit Document brought in the courts referred to
      in subsection (a) hereof and hereby further irrevocably waives and

                                     - 82 -



      agrees not to plead or claim in any such court that any such action or
      proceeding brought in any such court has been brought in an inconvenient
      forum.

            (c)   TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE
      AGENT, THE LENDERS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
      TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
      RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR
      THE TRANSACTIONS CONTEMPLATED HEREBY.

      10.11 SEVERABILITY.

      If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

      10.12 ENTIRETY.

      This Credit Agreement together with the other Credit Documents represent
the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.

      10.13 BINDING EFFECT; AMENDMENT AND RESTATEMENT OF EXISTING FIVE-YEAR
CREDIT AGREEMENT; TERMINATION.

            (a)   This Credit Agreement shall become effective at such time on
      or after the Closing Date when it shall have been executed by the Borrower
      and the Administrative Agent, and the Administrative Agent shall have
      received copies hereof (telefaxed or otherwise) which, when taken
      together, bear the signatures of each Lender, and thereafter this Credit
      Agreement shall be binding upon and inure to the benefit of the Borrower,
      the Administrative Agent and each Lender and their respective successors
      and assigns. The Borrower, the Administrative Agent and the Lenders hereby
      agree that at such time as this Credit Agreement shall have become
      effective pursuant to the terms of the first sentence of this Section
      10.13(a), (i) the Existing 364-Day Credit Agreement automatically shall be
      deemed amended and restated in its entirety by this Credit Agreement and
      (ii) all of the promissory notes executed in connection with the Existing
      364-Day Credit Agreement automatically shall be substituted and replaced
      by the promissory notes executed in connection with this Credit Agreement,
      and the lenders under the Existing Five-Year Credit Agreement holding such
      notes agree to promptly return such prior notes to the Borrower marked
      "cancelled".

            (b)   The term of this Credit Agreement shall be until no Loans or
      any other amounts payable hereunder or under any of the other Credit
      Documents shall remain

                                     - 83 -



      outstanding and until all of the Commitments hereunder shall have expired
      or been terminated.

      10.14 CONFIDENTIALITY.

      The Administrative Agent and the Lenders agree to keep confidential (and
to cause their respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Administrative Agent or any such Lender by or on behalf of the
Borrower (whether before or after the Closing Date) which relates to the
Borrower or any of its Subsidiaries (the "Information"). Notwithstanding the
foregoing, the Administrative Agent and each Lender shall be permitted to
disclose Information (i) to its affiliates, officers, directors, employees,
agents and representatives in connection with its participation in any of the
transactions evidenced by this Credit Agreement or any other Credit Documents or
the administration of this Credit Agreement or any other Credit Documents; (ii)
to the extent required by applicable laws and regulations or by any subpoena or
similar legal process, or requested by any Governmental Authority; (iii) to the
extent such Information (A) becomes publicly available other than as a result of
a breach of this Credit Agreement or any agreement entered into pursuant to
clause (iv) below, (B) becomes available to the Administrative Agent or such
Lender on a non-confidential basis from a source other than the Borrower or (C)
was available to the Administrative Agent or such Lender on a non-confidential
basis prior to its disclosure to the Administrative Agent or such Lender by the
Borrower; (iv) to any actual or prospective assignee, participant or
counterparty (or its advisors) to any swap, hedge, securitization or derivative
transaction relating to any of its rights or obligations under this Agreement or
relating to the Borrower and its obligations so long as such actual or
prospective assignee, participant or counterparty (or its advisor) first
specifically agrees in a writing furnished to and for the benefit of the
Borrower to be bound by that terms of this Section 10.14; (v) to the extent
required in connection with the exercise of remedies under this Credit Agreement
or any other Credit Documents; or (vi) to the extent that the Borrower shall
have consented in writing to such disclosure. Nothing set forth in this Section
10.14 shall obligate the Administrative Agent or any Lender to return any
materials furnished by the Borrower.

      10.15 SOURCE OF FUNDS.

      Each of the Lenders hereby represents and warrants to the Borrower that at
least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

            (a)   no part of such funds constitutes assets allocated to any
      separate account maintained by such Lender in which any employee benefit
      plan (or its related trust) has any interest;

            (b)   to the extent that any part of such funds constitutes assets
      allocated to any separate account maintained by such Lender, such Lender
      has disclosed to the Borrower the name of each employee benefit plan whose
      assets in such account exceed 10% of the total assets of such account as
      of the date of such purchase (and, for purposes of this subsection

                                     - 84 -



      (b), all employee benefit plans maintained by the same employer or
      employee organization are deemed to be a single plan);

            (c)   to the extent that any part of such funds constitutes assets
      of an insurance company's general account, such insurance company has
      complied with all of the requirements of the regulations issued under
      Section 401(c)(1)(A) of ERISA; or

            (d)   such funds constitute assets of one or more specific benefit
      plans which such Lender has identified in writing to the Borrower.

As used in this Section 10.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

      10.16 CONFLICT.

      To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [Signature Pages to Follow]

                                     - 85 -


IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Credit Agreement to be duly executed and delivered as of the date first above
written.

BORROWER:                           AUTOZONE, INC.
                                    a Nevada corporation

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

                                    By /s/ Harry L. Goldsmith
                                      ------------------------------------------
                                    Name: Harry L. Goldsmith
                                    Title: Senior Vice President and Secretary

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



LENDERS:                            CITICORP USA, INC.,
                                    in its capacity as a Lender and as
                                    Syndication Agent

                                    By: /s/ JUDITH GREEN
                                       -----------------------------------------
                                    Name: JUDITH GREEN
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



ADMINISTRATIVE AGENT:               FLEET NATIONAL BANK,
                                    in its capacity as Administrative Agent

                                    By: /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                    Name: [ILLEGIBLE]
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    FLEET NATIONAL BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                    Name: [ILLEGIBLE]
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    JPMORGAN CHASE BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ BARRY K. BERGMAN
                                       -----------------------------------------
                                    Name: BARRY K. BERGMAN
                                    Title: VICE PRESIDENT

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    SUNTRUST BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ Bryan W. Ford
                                       -----------------------------------------
                                    Name: Bryan W. Ford
                                    Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    individually in its capacity as a Lender

                                    By: /s/ Anthony D. Braxton
                                       -----------------------------------------
                                    Name: Anthony D. Braxton
                                    Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    MERRILL LYNCH BANK USA,
                                    individually in its capacity as a Lender

                                    By: /s/ Louis Alder
                                       -----------------------------------------
                                    Name: Louis Alder
                                    Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    BNP PARIBAS,
                                    individually in its capacity as a Lender

                                    By: /s/ Jeff Tebeaux
                                       -----------------------------------------
                                    Name: Jeff Tebeaux
                                    Title: Vice President

                                    By: /s/ Angela B. Arnold
                                       -----------------------------------------
                                    Name: Angela B. Arnold
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    KEYBANK NATIONAL ASSOCIATION,
                                    individually in its capacity as a Lender

                                    By: /s/ David J. Wechter
                                       -----------------------------------------
                                    Name: David J. Wechter
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    NATIONAL CITY BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ Joseph L. Kwasny
                                       -----------------------------------------
                                    Name: Joseph L. Kwasny
                                    Title: Senior Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    UNION BANK OF CALIFORNIA, N.A.,
                                    individually in its capacity as a Lender

                                    By: /s/ Theresa L. Rocha
                                       -----------------------------------------
                                    Name: Theresa L. Rocha
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    U.S. BANK NATIONAL ASSOCIATION,
                                    individually in its capacity as a Lender

                                    By: /s/ Jennifer Thurston
                                       -----------------------------------------
                                    Name: Jennifer Thurston
                                    Title: Assistant Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    individually in its capacity as a Lender

                                    By: /s/ Attila Koc
                                       -----------------------------------------
                                    Name: Attila Koc
                                    Title: Assistant Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    FIFTH THIRD BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ David J. Hicks
                                       -----------------------------------------
                                    Name: David J. Hicks
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    BANK OF TOKYO-MITSUBISHI, LTD.,
                                    individually in its capacity as a Lender

                                    By: /s/ D. BARNELL      /s/ J. MEARNS
                                       -----------------------------------------
                                    Name: D. BARNELL            J. MEARNS
                                    Title: VICE PRESIDENT       VP & MANAGER

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    WELLS FARGO BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ James D. Heinz
                                       -----------------------------------------
                                    Name: James D. Heinz
                                    Title: Senior Vice President

                                    By: /s/ Alex Idichandy
                                       -----------------------------------------
                                    Name: Alex Idichandy
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                                    COMERICA BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ Heather A. Whiting
                                       -----------------------------------------
                                    Name: Heather A. Whiting
                                    Title: Account Officer

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    THE BANK OF NEW YORK,
                                    individually in its capacity as a Lender

                                    By: /s/ Randolph E.J. Medrano
                                       -----------------------------------------
                                    Name: Randolph E.J. Medrano
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
                                    individually in its capacity as a Lender

                                    By: /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                    Name: [ILLEGIBLE]
                                    Title: SVP

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    THE NORTHERN TRUST COMPANY,
                                    individually in its capacity as a Lender

                                    By: /s/ Russ Rockenbach
                                       -----------------------------------------
                                    Name: Russ Rockenbach
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    AMSOUTH BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ Elizabeth H. Vaughn
                                       -----------------------------------------
                                    Name: Elizabeth H. Vaughn
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    HIBERNIA NATIONAL BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ Michael R. Geissler
                                       -----------------------------------------
                                    Name: Michael R. Geissler
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    NATIONAL BANK OF EGYPT,
                                    NEW YORK BRANCH
                                    individually inj&rCapacity as a Lender

                                    By: /s/ Hassan Eissa
                                       -----------------------------------------
                                    Name: Hassan Eissa
                                    Title: General Manager

                                    By: /s/ Carmelo L. Foti
                                       -----------------------------------------
                                    Name: Carmelo L. Foti
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                                    COMPASS BANK,
                                    individually in its capacity as a Lender

                                    By: /s/ Keely W. McGee
                                       -----------------------------------------
                                    Name: Keely W. McGee
                                    Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004


                                  SCHEDULE 1.1

                              APPLICABLE PERCENTAGE



                                      Applicable Margin
                                             for
                                      Eurodollar Loans                               Applicable Percentage   Applicable Percentage
 Pricing     S&P/Moody's                  And            Applicable Margin for                for                     for
  Level         Rating           Letter of Credit Fee       Base Rate Loans              Facility Fee         Utilization Premium
  -----         ------           --------------------       ---------------              ------------        -------------------
                                                                                              
Level I    A-/A3 or above                 30.0 bps                0                        10.0 bps                 12.5 bps
Level II   BBB+/Baa1                      37.5 bps                0                        12.5 bps                 12.5 bps
Level III  BBB/Baa2                       47.5 bps                0                        15.0 bps                 12.5 bps
Level IV   BBB-/Baa3                      67.5 bps                0                        20.0 bps                 12.5 bps
Level V    Below BBB-/Baa3                87.5 bps                0                        25.0 bps                 12.5 bps


The Applicable Percentage shall be based on the applicable Pricing Level
corresponding to the Rating(s) then in effect. In the event of a Split Rating,
the applicable Pricing Level shall be based on the higher Rating. In the event
of a Double Split Rating, the applicable Pricing Level shall be based on the
Pricing Level which is one above that corresponding to the lower Rating. If no
Rating exists, the applicable Pricing Level shall be based on Pricing Level V
until the earlier of (A) such time as S&P and/or Moody's provides another Rating
or (B) the Required Lenders have agreed to an alternative pricing grid or other
method for determining Pricing Levels pursuant to an effective amendment to this
Credit Agreement.

As used herein:

            "Rating" means the senior unsecured (non-credit enhanced) long term
      debt rating of the Borrower, as published by S&P and/or Moody's.

            "Split Rating" means the ratings of S&P and Moody's would indicate
      different Pricing Levels, but the Pricing Levels are not more than one
      Pricing Level apart.

            "Double Split Rating" means the ratings of S&P and Moody's would
      indicate different Pricing Levels, but the Pricing Levels are two or more
      Pricing Levels apart.



                                 SCHEDULE 2.1(a)

                                     LENDERS



                                                      Commitment                 Revolving
             Lender                                   Percentage                Commitment
             ------                                   ----------                ----------
                                                                        
Citibank, N.A.                                       11.000000000%            $ 77,000,000.00
Fleet National Bank                                  11.000000000%            $ 77,000,000.00
JPMorgan Chase Bank                                   8.750000000%            $ 61,250,000.00
SunTrust Bank                                         8.750000000%            $ 61,250,000.00
Wachovia Bank, National Association                   8.750000000%            $ 61,250,000.00
Merrill Lynch Bank USA                                7.000000000%            $ 49,000,000.00
BNP Paribas                                           4.250000000%            $ 29,750,000.00
KeyBank National Association                          4.250000000%            $ 29,750,000.00
National City Bank                                    4.250000000%            $ 29,750,000.00
Union Bank of California, N.A.                        4.250000000%            $ 29,750,000.00
U.S. Bank National Association                        4.250000000%            $ 29,750,000.00
Credit Lyonnais New York Branch                       3.000000000%            $ 21,000,000.00
Fifth Third Bank                                      3.000000000%            $ 21,000,000.00
Wells Fargo, National Association                     3.000000000%            $ 21,000,000.00
The Bank of Tokyo-Mitsubishi, Ltd.                    2.500000000%            $ 17,500,000.00
Comerica Bank                                         2.500000000%            $ 17,500,000.00
The Bank of New York                                  2.000000000%            $ 14,000,000.00
First Tennessee National Association                  2.000000000%            $ 14,000,000.00
Northern Trust Company                                2.000000000%            $ 14,000,000.00
AmSouth Bank                                          1.000000000%            $  7,000,000.00
Hibernia National Bank                                1.000000000%            $  7,000,000.00
National Bank of Egypt,                               1.000000000%            $  7,000,000.00
New York Branch
Compass Bank                                           .500000000%            $  3,500,000.00

Total:                                              100.000000000%            $700,000,000.00


                                      -1-


Fleet National Bank
MADE10510A
40 Broad Street
Boston, MA  02109
Attentions: Alexis MacElhiney, Vice President
Telephone: (617) 434-3817
Facsimile: (617) 434-6685

Citibank, N.A.
388 Greenwich Street
New York, NY 10013
Attention: Robert Kane
Telephone: (212) 816-8133
Facsimile: (212) 816-8301
E-Mail: Robert.J.Kane@citigroup.com

JPMorgan Chase Bank
270 Park Avenue, 4th Floor
New York, NY 10017
Attention: Barry Bergman
Telephone: (212) 270-0203
Facsimile: (212) 270-6637
E-Mail: Barry.Bergman@JPMorgan.com

SunTrust Bank
6410 Poplar Avenue, Suite 320
Memphis, TN 38119
Attention: Bryan Ford
Telephone: (901) 762-9862
Facsimile: (901) 766-7565
E-Mail: bryan.ford@suntrust.com

Wachovia Bank, National Association
1339 Chestnut Street
PA 4843
Philadelphia, PA 19107
Attention: Tony Braxton, Director
Telephone: (267) 321-6606
Facsimile: (267) 321-6700
E-Mail: Anthony.Braxton@wachovia.com

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT 84101
Attention: Derek Befus
Telephone: (801) 526-6814
Facsimile: (801) 531-7470
E-Mail: Derek_Befus@ml.com

BNP Paribas
12201 Merit Drive, Suite 860
Dallas, TX 75251
Attention: Jeff Tebeaux
Telephone: (214)953-9737
Facsimile: (972) 788-9140
E-Mail: jeff.tebeaux@americas.bnpparibas.com

KeyBank National Association
127 Public Square, 6th Floor
Cleveland, OH 44114
Attention: David Wechter
Telephone: (216) 689-4442
Facsimile: (216) 689-4981
E-Mail: David_J_Wechter@keybank.com

National City Bank
155 East Broad Street
Columbus, OH 43215-0077
Telephone: (614) 463-7108
Facsimile: (614) 463-8572
E-Mail: joe.kwasny@nationalcity.com

Union Bank of California, N.A.
350 California Street
San Francisco, CA 94104
Attention: Theresa Rocha, V.P.
Telephone: (415) 705-7594
Facsimile: (415) 705-7085
E-Mail: Theresa.Rocha@uboc.com

U.S. Bank National Association
One U.S. Bank Plaza
SL-MO-T12M
St. Louis, MO 63101
Attention: Amanda A. Schmitt, Vice President
Telephone: (314) 418-3638
Facsimile: (314) 418-3859
E-Mail: amanda.schmitt@usbank.com

Credit Lyonnais New York Branch
2200 Ross Avenue, Suite 4400 West
Attention:  Brian Myers
Telephone: (214) 220-2308
Facsimile: (214) 220-2323
E-Mail: brian.myers@clamericas.com

Fifth Third Bank
810 Crescent Center Drive
Suite 100
Franklin, TN 37067
Attention: David Hicks
Telephone: (615) 771-5805
Facsimile: (615) 771-5885
E-Mail: David.Hicks@53.com

                                      -1-


Wells Fargo Bank, National Association
230 West Monroe Street
Attention: Dan Van Aken
Telephone: (312) 845-4463
Facsimile: (312) 553-4783
E-Mail: vanakend@wellsfargo.com

The Bank of Tokyo-Mitsubishi, Ltd.
2001 Ross Ave., Suite 3150
Dallas, TX 75201
Attention: Doug Barnell
Telephone: (214) 954-1200 x105
Facsimile: (214) 954-1007
E-Mail: dbarnell@btmna.com

Comerica Bank
500 Woodward Avenue
MC 3269
Detroit, MI 48226
Attention: Heather Whiting, Account Officer
Telephone: (313) 222-7046
Facsimile: (313) 222-9516

The Bank of New York
One Wall Street
New York, NY 10286
Attention: Lucille Madden, Vice President
Telephone: (212) 635-7879
Facsimile: (212) 635-1483
E-Mail: LMadden@bankofNY.com

First Tennessee National Association
165 Madison Avenue, 9th Floor
Memphis, TN 38103-2723
Attention: James H. Moore, Jr., Sr. Vice President
Telephone: (901) 523-4108
Facsimile: (901) 523-4267
E-Mail: jhmoore@ftb.com

The Northern Trust Company
50 S. LaSalle, 11th Floor
Chicago, IL 60675
Attention: Ms. Linda Honda
Telephone: (312) 444-3532
Facsimile: (312) 630-1566

AmSouth Bank
6000 Poplar Avenue, Suite 300
Memphis, TN 38119
Attention:  Beth H. Vaughn, Vice President
Telephone: (901) 762-5671
Facsimile: (901) 762-5665
E-Mail: beth.vaughn@amsouth.com

Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Attention: Michael Geissler, Vice President
Telephone: (504) 533-2502
Facsimile: (504) 533-5344
E-Mail: mgeissler@hibernia.com

National Bank of Egypt
New York Branch
40 East 52nd Street
Attention: Rami El-Rifai
Telephone: (212) 326-8105
Facsimile: (212) 326-8111
E-Mail: relrifai@nbeny.com

Compass Bank
15 S. 20th Street
Birmingham, AL 35233
Attention: Keely McGee, Vice President
Telephone: (205) 297-5920
Facsimile: (205) 297-7212
E-Mail: KKW@comapassbnk.com

                                      -2-


                               SCHEDULE 2.1(b)(i)
                           FORM OF NOTICE OF BORROWING

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

Ladies and Gentlemen:

      The undersigned, AUTOZONE, INC. (the "Borrower"), refers to the Amended
and Restated Five-Year Credit Agreement dated as of May 17, 2004 (as amended,
modified, extended or restated from time to time, the "Credit Agreement"), among
the Borrower, the Lenders, Fleet National Bank, as Administrative Agent and
Citicorp USA, Inc., as Syndication Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The Borrower hereby gives notice pursuant to Section 2.1 of
the Credit Agreement that it requests a Revolving Loan advance under the Credit
Agreement, and in connection therewith sets forth below the terms on which such
Loan advance is requested to be made:

(A)   Date of Borrowing
      (which is a Business Day)             _______________________

(B)   Principal Amount of
      Borrowing                             _______________________

(C)   Interest rate basis                   _______________________

(D)   Interest Period and the
      last day thereof                      _______________________

      In accordance with the requirements of Section 4.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in subsection (b) of such Section, and confirms that the matters
referenced in subsections (c), (d) and (e) of such Section, are true and
correct.

                                             Very truly yours,

                                             AUTOZONE, INC.

                                             By:
                                             Name:
                                             Title:

                                      -1-


                                 SCHEDULE 2.1(e)

                             FORM OF REVOLVING NOTE

                                                                    May 17, 2004

      FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the "Borrower"),
hereby promises to pay to the order of __________________________, its
successors and assigns (the "Lender"), at the office of FLEET NATIONAL BANK, as
Administrative Agent (the "Administrative Agent"), at 1633 Broadway, 28th Floor,
NYEH52628, New York, NY 10019, Attn: Agency Services (or at such other place or
places as the holder hereof may designate), at the times set forth in the
Amended and Restated Five-Year Credit Agreement, dated as of May 17, 2004, among
the Borrower, the Lenders, the Administrative Agent and the Syndication Agent
(as it may be amended, modified, extended or restated from time to time, the
"Credit Agreement"; all capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement), but in no event later than
the Termination Date, in Dollars and in immediately available funds, the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to
the Borrower pursuant to the Credit Agreement, and to pay interest from the date
hereof on the unpaid principal amount hereof, in like money, at said office, on
the dates and at the rates selected in accordance with Section 2.1(d) of the
Credit Agreement.

      Upon the occurrence and during the continuance of an Event of Default, the
balance outstanding hereunder shall bear interest as provided in Section 3.1 of
the Credit Agreement. Further, in the event the payment of all sums due
hereunder is accelerated under the terms of the Credit Agreement, this Note, and
all other indebtedness of the Borrower to the Lender shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby waived by the Borrower.

      In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection, including reasonable attorneys' fees.

      All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on a schedule attached hereto and incorporated
herein by reference, or on a continuation thereof which shall be attached hereto
and made a part hereof; provided, however, that any failure to endorse such
information on such schedule or continuation thereof shall not in any manner
affect the obligation of the Borrower to make payments of principal and interest
in accordance with the terms of this Note.

                                      -1-


      This Note and the Loans evidenced hereby may be transferred in whole or in
part only by registration of such transfer on the Register maintained by or on
behalf of the Borrower as provided in Section 10.3(c) of the Credit Agreement.

      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

                                              AUTOZONE, INC.

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                      -2-


                                 SCHEDULE 2.2(f)

                            FORM OF COMPETITIVE NOTE

                                                                    May 17, 2004

            FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of __________________________,
its successors and permitted assigns (the "Lender"), at the office of FLEET
NATIONAL BANK, as Administrative Agent (the "Administrative Agent"), at 1633
Broadway, 28th Floor, NYEH52628, New York, NY 10019, Attn: Agency Services (or
at such other place or places as the holder hereof may designate), at the times
set forth in the Amended and Restated Five-Year Credit Agreement, dated as of
May 17, 2004, among the Borrower, the Lenders, the Administrative Agent and the
Syndication Agent (as it may be amended, modified, extended or restated from
time to time, the "Credit Agreement"; all capitalized terms not otherwise
defined herein shall have the meanings set forth in the Credit Agreement), but
in no event later than the Termination Date, in Dollars and in immediately
available funds, the aggregate unpaid principal amount of all Competitive Loans
made by the Lender to the Borrower pursuant to the Credit Agreement, and to pay
interest from the date hereof on the unpaid principal amount hereof, in like
money, at said office, on the dates and at the rates selected in accordance with
Section 2.2 of the Credit Agreement and in the respective Competitive Bid
applicable to each Competitive Loan borrowing evidenced hereby.

      Upon the occurrence and during the continuance of an Event of Default, the
balance outstanding hereunder shall bear interest as provided in Section 3.1 of
the Credit Agreement. Further, in the event the payment of all sums due
hereunder is accelerated under the terms of the Credit Agreement, this Note, and
all other indebtedness of the Borrower to the Lender shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby waived by the Borrower.

      In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection, including reasonable attorneys' fees.

      All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on a schedule attached hereto and incorporated
herein by reference, or on a continuation thereof which shall be attached hereto
and made a part hereof; provided, however, that any failure to endorse such
information on such schedule or continuation thereof shall not in any manner
affect the obligation of the Borrower to make payments of principal and interest
in accordance with the terms of this Note.

                                      -1-


      This Note and the Loans evidenced hereby may be transferred in whole or in
part only by registration of such transfer on the Register maintained by or on
behalf of the Borrower as provided in Section 10.3(c) of the Credit Agreement.

      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

                                              AUTOZONE, INC.

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                      -2-


                                 SCHEDULE 2.3(d)

                             FORM OF SWINGLINE NOTE

                                                                    May 17, 2004

            FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of FLEET NATIONAL BANK, its
successors and assigns (the "Swingline Lender"), at the office of FLEET NATIONAL
BANK., as Administrative Agent (the "Administrative Agent"), at 1633 Broadway,
28th Floor, NYEH52628, New York, NY 10019, Attn: Agency Services (or at such
other place or places as the holder hereof may designate), at the times set
forth in the Amended and Restated Five-Year Credit Agreement, dated as of May
17, 2004, among the Borrower, the Swingline Lender the other Lenders, the
Administrative Agent and the Syndication Agent (as it may be amended, modified,
extended or restated from time to time, the "Credit Agreement"; all capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Credit Agreement), but in no event later than the Termination Date, in Dollars
and in immediately available funds, the aggregate unpaid principal amount of all
Swingline Loans made by the Swingline Lender to the Borrower pursuant to the
Credit Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates selected in accordance with Section 2.3(c) of the Credit Agreement.

      Upon the occurrence and during the continuance of an Event of Default, the
balance outstanding hereunder shall bear interest as provided in Section 3.1 of
the Credit Agreement. Further, in the event the payment of all sums due
hereunder is accelerated under the terms of the Credit Agreement, this Note, and
all other indebtedness of the Borrower to the Swingline Lender shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby waived by the Borrower.

      In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection, including reasonable attorneys' fees.

      All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on a schedule attached hereto and incorporated
herein by reference, or on a continuation thereof which shall be attached hereto
and made a part hereof; provided, however, that any failure to endorse such
information on such schedule or continuation thereof shall not in any manner
affect the obligation of the Borrower to make payments of principal and interest
in accordance with the terms of this Note.

                                      -1-


      This Note and the Loans evidenced hereby may be transferred in whole or in
part only by registration of such transfer on the Register maintained by or on
behalf of the Borrower as provided in Section 10.3(c) of the Credit Agreement.

      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

                                              AUTOZONE, INC.

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                      -2-


                                  SCHEDULE 2.4

                           EXISTING LETTERS OF CREDIT



                                                                                             EXPIRATION       EVERGREEN
     ISSUER         L/C #            AMOUNT                     BENEFICIARY                     DATE          PROVISION
- --------------------------------------------------------------------------------------------------------------------------
                                                                                               
    SunTrust        400392        $40,000,000.00             Liberty Mutual                    9/1/2004          Yes
                                                            Insurance Company

    SunTrust        400439        $ 1,375,000.00         Lumbermans Mutual Casualty           6/30/2004          Yes

    SunTrust        400446        $   277,778.00        Inland Empire Realty Holding          5/28/2004          Yes

                                                              U.S. Fidelity &
    SunTrust        401043        $30,850,000.00              Guaranty Company                8/31/2004          Yes

                                                            State of NY Workers
    SunTrust        401044        $   624,000.00                 Comp Board                   8/31/2004          Yes

    Wachovia        200469        $   750,000.00          S. Carolina Workers Comp           10/18/2004          Yes

    SunTrust        401072        $   543,965.00          Commonwealth of Kentucky            9/27/2004          Yes

    SunTrust        401073        $ 1,470,000.00           Georgia Self Insurers              9/27/2004          Yes

    SunTrust        840371        $   198,133.93           Township of Warminster             1/10/2005          Yes

                                                            Industrial Commission
    SunTrust        840620        $ 1,182,790.00                 of Arizona                    3/3/2005          Yes

    SunTrust        842071        $   650,000.00              Louisiana Department           10/22/2004          Yes
                                                                   of Labor


                                      -1-


                                  SCHEDULE 3.2

                     FORM OF NOTICE OF EXTENSION/CONVERSION

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

Ladies and Gentlemen:

      The undersigned, AutoZone, Inc. (the "Borrower"), refers to the Amended
and Restated Five-Year Credit Agreement dated as of May 17, 2004 (as amended,
modified, extended or restated from time to time, the "Credit Agreement"), among
the Borrower, the Lenders, Bank of America, N.A., as Administrative Agent and
Citicorp USA, Inc., as Syndication Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The Borrower hereby gives notice pursuant to Section 3.2 of
the Credit Agreement that it requests an extension or conversion of a Revolving
Loan outstanding under the Credit Agreement, and in connection therewith sets
forth below the terms on which such extension or conversion is requested to be
made:

(A)   Date of Extension or Conversion
      (which is the last day of the
      the applicable Interest Period)             _______________________

(B)   Principal Amount of
      Extension or Conversion                     _______________________

(C)   Interest rate basis                         _______________________

(D)   Interest Period and the
      last day thereof                            _______________________

      In accordance with the requirements of Section 4.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in subsection (b) of such Section, and confirms that the matters
referenced in subsections (c), (d) and (e) of such Section, are true and
correct.

                                                  Very truly yours,

                                                  AUTOZONE, INC.

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                      -1-


                                 SCHEDULE 3.4(b)

                                     FORM OF
                            NEW COMMITMENT AGREEMENT

      Reference is made to the Amended and Restated Five-Year Credit Agreement
dated as of May 17, 2004, as amended and modified from time to time thereafter
(the "Credit Agreement") among AutoZone, Inc., the Lenders party thereto, Fleet
National Bank, as Administrative Agent and Citicorp USA, Inc., as Syndication
Agent. Terms defined in the Credit Agreement are used herein with the same
meanings.

      1.    The undersigned Lender hereby confirms its Commitment, effective as
of the Effective Date set forth below, to make Loans under the Credit Agreement
up to the principal amount of such Commitment as set forth below. If the
undersigned Lender is already a Lender under the Credit Agreement, such Lender
acknowledges and agrees that such Commitment is in addition to any existing
Commitment of such Lender under the Credit Agreement. If the undersigned Lender
is not already a Lender under the Credit Agreement, such Lender hereby
acknowledges, agrees and confirms that, by its execution of this New Commitment
Agreement, such Lender will, as of the Effective Date, be a party to the Credit
Agreement and be bound by the provisions of the Credit Agreement and, to the
extent of its Commitment, have the rights and obligations of a Lender
thereunder.

      2.    This New Commitment Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

      3.    This New Commitment Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this New Commitment Agreement to
produce or account for more than one such counterpart.

                                      -1-


Amount of Revolving Commitment              $____________________

Effective Date of Revolving Commitment      _____________________, 20___

The terms set forth above are hereby agreed to:

[Lender]

By: ________________________________________
Name: ______________________________________
Title: _____________________________________

CONSENTED TO:

FLEET NATIONAL BANK,
as Administrative Agent

By: ________________________________________
Name: ______________________________________
Title: _____________________________________

AUTOZONE, INC.

By: ________________________________________
Name: ______________________________________
Title: _____________________________________

                                      -2-


                                 SCHEDULE 4.1(f)

                              FORM OF LEGAL OPINION

                                     [DATE]

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

      RE: AutoZone, Inc. Amended and Restated Five Year Syndicated Credit
Agreement

Ladies and Gentlemen:

      I am the Senior Vice President, Secretary and General Counsel of AutoZone,
Inc., a Nevada corporation ("AutoZone"), and am familiar with the transactions
contemplated by the Amended and Restated Five-Year Credit Agreement dated as of
May 17, 2004 among AutoZone, Inc., as Borrower, the several Lenders from time to
time party thereto, Fleet National Bank, as Administrative Agent, and Citicorp
USA, Inc., as Syndication Agent ("Credit Agreement"). Unless the context
otherwise requires, all terms used in this opinion which are specifically
defined in the Credit Agreement shall have the meanings given such terms in the
Credit Agreement.

      In connection with the opinions expressed below, I have examined, or
caused to be examined, the Credit Documents. I have relied upon the
representations and warranties contained in each of such documents and upon
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, documents and other instruments as in my judgment are
relevant to rendering the opinions expressed below. As to all matters of fact
covered by such documents, I have relied, without independent investigation or
verification on such documents. In such examination, I have assumed that each of
the parties to the Credit Agreement, other than AutoZone, had and has, as the
case may be, full power, authority and legal right to enter into each Credit
Document to which it is a party and that each such Credit Document was or has
been, as the case may be, duly authorized, executed and delivered by each of
such parties.

      Based on the foregoing, it is my opinion that:

      (i) Each of the Company and its subsidiaries has been duly organized and
      is validly existing as a corporation or limited partnership under the laws
      of the jurisdiction of its organization, with corporate or partnership, as
      the case may be, power and authority to own its properties and conduct its
      ordinary course of business;

                                      -1-


      (ii) Each of the Company and its subsidiaries has been duly qualified as a
      foreign corporation or limited partnership, as the case may be, for the
      transaction of business and is in good standing under the laws of each
      jurisdiction in which it owns or leases properties, or conducts any
      business, so as to require such qualification, or is subject to no
      material liability or disability by reason of failure to be so qualified
      in any such jurisdiction;

      (iii) Each of the Credit Documents to which AutoZone is a party, was or
      has been, as the case may be, duly authorized, executed and delivered by
      AutoZone and together constitute the legal, valid and binding obligations
      of AutoZone enforceable against AutoZone in accordance with its and their
      terms.

      The opinions expressed in paragraph (iii) above are based upon the
assumption for purposes of such opinions and without independent analysis that
notwithstanding the respective choice of law clauses in the Credit Documents,
the governing law with respect to each of the Credit Documents is identical in
all relevant respects to the law of the State of Tennessee. Insofar as such
opinion relates to the enforceability of any instrument, such enforceability is
subject to applicable bankruptcy, insolvency and other similar laws affecting
the enforcement of creditors' rights generally whether such enforceability is
considered in a proceeding in equity or at law). The enforceability of the
remedies provided under the Credit Agreement may also be limited by applicable
laws which may affect the remedies provided therein but which do not in my
opinion affect the validity of the Credit Agreement or make such remedies
inadequate for the practical realization of the benefits intended to be
provided.

      I do not express any opinion as to matters governed by any law other than
the Federal laws of the United States of America, the corporation law of the
State of Nevada and the laws of the State of Tennessee. Further, I express no
opinion as to the enforceability of the choice of law provisions contained in
any of the Credit Documents.

      This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person, and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without my prior written consent except to your bank
examiners, auditors and counsel and to prospective transferees of your interests
under the Credit Documents and their professional advisers, or as required by
law or pursuant to legal process.

                                                     Very truly yours,

                                                     Harry L. Goldsmith

                                      -2-


                                  SCHEDULE 5.5

                               MATERIAL LITIGATION

                                      NONE

                                      -1-


                                  SCHEDULE 5.12

                                  SUBSIDIARIES

AUTOZONE, INC. AS OF APRIL 14, 2004

STATUS:                    ACTIVE
INCORPORATION              NEVADA

FEDERAL ID#           62-1482048

SUBSIDIARIES

AutoZone Northeast, Inc.
AutoZone Operations, Inc.
ALLDATA LLC
AutoZone de Mexico, S. de R.L. de C.V.
AutoZone Development Corporation
AutoZone Mississippi Properties, Inc.
AutoZone Properties, Inc.
AutoZone Stores, Inc.
AutoZone Mississippi, Inc.
AutoZone Texas, L.P.
AutoZone.com, Inc.
AutoZoners, Inc.
AutoZone West, Inc.
DataZone, S. de R.L. de C.V.
Service Zone, S. de R. L. de C.V.
AutoZone Parts, Inc.
AZTP Holdings, LLC
Zone Compra, S. de R.L. de C.V.
AZ Texas Operations, LLC
AZer California, LLC
AZer Texas, LLC
Venus Initiative, LLC
Zona Automovilistica, Inc.
Riverside Captive Insurance Company



                                 SCHEDULE 6.1(c)

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE

      For the fiscal quarter ended _________________, 20___.

      I, ______________________, [Title] of AutoZone, Inc. (the "Borrower")
hereby certify that, to the best of my knowledge and belief, with respect to
that certain Amended and Restated Five-Year Credit Agreement dated as of May 17,
2004 (as amended, modified, extended or restated from time to time, the "Credit
Agreement"; all of the defined terms in the Credit Agreement are incorporated
herein by reference) among the Borrower, the Lenders party thereto, Fleet
National Bank, as Administrative Agent and Citicorp USA, Inc., as Syndication
Agent:

      a.    The company-prepared financial statements which accompany this
            certificate are true and correct in all material respects and have
            been prepared in accordance with GAAP applied on a consistent basis,
            subject to changes resulting from normal year-end audit adjustments.

      b.    Since ___________ (the date of the last similar certification, or,
            if none, the Closing Date) no Default or Event of Default has
            occurred under the Credit Agreement; and

Delivered herewith are detailed calculations demonstrating compliance by the
Borrower with the financial covenants contained in Section 6.10 and Section 6.11
of the Credit Agreement as of the end of the fiscal period referred to above.

      This ______ day of ___________, 20__.

                                            AUTOZONE, INC.

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                      -1-


                       ATTACHMENT TO OFFICER'S CERTIFICATE

                       COMPUTATION OF FINANCIAL COVENANTS

                                      -2-


                                  SCHEDULE 7.5

                             SUBSIDIARY INDEBTEDNESS

AUTOZONE, INC. AS OF FEBRUARY 14, 2004

SUBSIDIARY INDEBTEDNESS



                                                    Indebtedness
    Subsidiary                                as of  February 14, 2004
    ----------                                ------------------------
                                           
AutoZone Texas, L.P.                                 $8,200,000


                                      -3-


                                SCHEDULE 10.3(b)

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

THIS ASSIGNMENT AND ACCEPTANCE dated as of _______________, 200_ is entered into
between ________________ ("Assignor") and ____________________ ("Assignee").

      Reference is made to the Amended and Restated Five-Year Credit Agreement
dated as of May 17, 2004, as amended and modified from time to time thereafter
(the "Credit Agreement") among AutoZone, Inc., the Lenders party thereto, Fleet
National Bank, as Administrative Agent and Citicorp USA, Inc., as Syndication
Agent. Terms defined in the Credit Agreement are used herein with the same
meanings.

      1.    The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor,
effective as of the Effective Date set forth below, the interests set forth
below (the "Assigned Interest") in the Assignor's rights and obligations under
the Credit Agreement, including, without limitation, the interests set forth
below in the Commitments and outstanding Loans of the Assignor on the effective
date of the assignment designated below (the "Effective Date"), together with
unpaid Fees accrued on the assigned Commitments to the Effective Date and unpaid
interest accrued on the assigned Loans to the Effective Date. Each of the
Assignor and the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in Section 10.3(b) of the
Credit Agreement, a copy of which has been received by the Assignee. From and
after the Effective Date (i) the Assignee, if it is not already a Lender under
the Credit Agreement, shall be a party to and be bound by the provisions of the
Credit Agreement and, to the extent of the interests purchased and assumed by
the Assignee under this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of
the interests sold and assigned by the Assignor under this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.

      2.    This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

      3.    Terms of Assignment

      (a)   Date of Assignment:

      (b)   Legal Name of Assignor:

      (c)   Legal Name of Assignee:

      (d)   Effective Date of Assignment:



      (e)   Revolving Commitment of Assignee after giving
            effect to this Assignment and Acceptance as of
            the Effective Date                              $___________________

      (f)   Revolving Commitment of Assignor after giving
            effect to this Assignment and Acceptance as of
            the Effective Date                              $___________________

      (g)   Commitment Percentage of Assignee after giving
            effect to this Assignment and Acceptance as of
            the Effective Date (set forth to at least 8
            decimals)                                                          %

      (h)   Commitment Percentage of Assignor after giving
            effect to this Assignment and Acceptance as of
            the Effective Date (set forth to at least 8
            decimals)                                                          %

      4.    This Assignment and Acceptance shall be effective only upon consent
of the Borrower and the Administrative Agent, if applicable, delivery to the
Administrative Agent of this Assignment and Acceptance together with the
transfer fee payable pursuant to Section 10.3(b) in connection herewith and
recordation in the Register pursuant to Section 10.3(b) of the terms hereof.

      5.    This Assignment and Acceptance may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Assignment and Acceptance to
produce or account for more than one such counterpart.

                                      -2-


The terms set forth above are hereby agreed to:

____________________, as Assignor

By:
Name:
Title:

_____________________, as Assignee

By:
Name:
Title:

Notice address of Assignee:

                  <>
                  __________________________
                  __________________________
                  Attn:_____________________
                  Telephone:  (___) ________
                  Telecopy:   (___) ________

Consented to and Accepted:

FLEET NATIONAL BANK., as
  Administrative Agent

By: _________________________________
    Title:

Consented to:

FLEET NATIONAL BANK, as
  an L/C Issuer

By: _________________________________
    Title:

                                      -3-


Consented to:

BANK OF AMERICA, N.A., as
  an L/C Issuer

By: _________________________________
     Title:

Consented to:

SUNTRUST BANK, as
  an L/C Issuer

By: _________________________________
     Title:

[Consented to:

AUTOZONE, INC.

By: _________________________________
     Title:                ]

                                      -4-

                                                                    EXHIBIT 10.2

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                            Dated as of May 17, 2004

                                      among

                                 AUTOZONE, INC.,
                                  as Borrower,

                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO

                                       and

                              FLEET NATIONAL BANK,
                             as Administrative Agent

                                       and

                               CITICORP USA, INC.,
                              as Syndication Agent

                   -----------------------------------------

                         BANC OF AMERICA SECURITIES LLC
                                       and
                         CITIGROUP GLOBAL MARKETS INC.,
                       as Lead Arrangers and Book Managers

                                       and

                              JPMORGAN CHASE BANK,
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       and
                                 SUNTRUST BANK,
                             as Documentation Agents



                                TABLE OF CONTENTS



                                                                                                                         Page
                                                                                                                      
SECTION 1  DEFINITIONS ..........................................................................................          1
         1.1      Definitions....................................................................................          1
         1.2      Computation of Time Periods....................................................................         16
         1.3      Accounting Terms...............................................................................         16
         1.4      Time of Day....................................................................................         17

SECTION 2  CREDIT FACILITIES.....................................................................................         17
         2.1      Revolving Loans................................................................................         17
         2.2      Competitive Loan Subfacility...................................................................         19

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................         21
         3.1      Default Rate...................................................................................         21
         3.2      Extension and Conversion.......................................................................         21
         3.3      Prepayments....................................................................................         22
         3.4      Termination, Reduction and Increase of Revolving Committed Amount..............................         23
         3.5      Fees...........................................................................................         25
         3.6      Capital Adequacy...............................................................................         26
         3.7      Inability To Determine Interest Rate...........................................................         26
         3.8      Illegality.....................................................................................         27
         3.9      Yield Protection...............................................................................         27
         3.10     Withholding Tax Exemption......................................................................         28
         3.11     Indemnity......................................................................................         29
         3.12     Pro Rata Treatment.............................................................................         29
         3.13     Sharing of Payments............................................................................         30
         3.14     Payments, Computations, Etc....................................................................         31
         3.15     Evidence of Debt...............................................................................         32
         3.16     Replacement of Lenders.........................................................................         33

SECTION 4  CONDITIONS ...........................................................................................         34
         4.1      Closing Conditions.............................................................................         34
         4.2      Conditions to all Extensions of Credit.........................................................         35

SECTION 5  REPRESENTATIONS AND WARRANTIES........................................................................         36
         5.1      Financial Condition............................................................................         36
         5.2      Organization; Existence; Compliance with Law...................................................         36
         5.3      Power; Authorization; Enforceable Obligations..................................................         37
         5.4      No Legal Bar...................................................................................         37
         5.5      No Material Litigation.........................................................................         37
         5.6      No Default.....................................................................................         37
         5.7      Ownership of Property; Liens...................................................................         38
         5.8      No Burdensome Restrictions.....................................................................         38
         5.9      Taxes..........................................................................................         38
         5.10     ERISA..........................................................................................         38
         5.11     Governmental Regulations, Etc..................................................................         40
         5.12     Subsidiaries...................................................................................         41


                                       i



                                                                                                                       
         5.13     Purpose of Loans...............................................................................         41
         5.14     Disclosure.....................................................................................         41

SECTION 6  AFFIRMATIVE COVENANTS.................................................................................         41
         6.1      Information Covenants..........................................................................         41
         6.2      Preservation of Existence and Franchises.......................................................         44
         6.3      Books and Records..............................................................................         44
         6.4      Compliance with Law............................................................................         44
         6.5      Payment of Taxes and Other Indebtedness........................................................         44
         6.6      Insurance......................................................................................         44
         6.7      Maintenance of Property........................................................................         44
         6.8      Use of Proceeds................................................................................         45
         6.9      Audits/Inspections.............................................................................         45
         6.10     Adjusted Debt to EBITDAR Ratio.................................................................         45
         6.11     Interest Coverage Ratio........................................................................         45

SECTION 7  NEGATIVE COVENANTS....................................................................................         45
         7.1      Liens..........................................................................................         45
         7.2      Nature of Business.............................................................................         46
         7.3      Consolidation, Merger, Sale or Purchase of Assets, etc.........................................         46
         7.4      Fiscal Year....................................................................................         47
         7.5      Subsidiary Indebtedness........................................................................         48

SECTION 8  EVENTS OF DEFAULT.....................................................................................         48
         8.1      Events of Default..............................................................................         48
         8.2      Acceleration; Remedies.........................................................................         50

SECTION 9  AGENCY PROVISIONS.....................................................................................         51
         9.1      Appointment....................................................................................         51
         9.2      Delegation of Duties...........................................................................         52
         9.3      Exculpatory Provisions.........................................................................         52
         9.4      Reliance on Communications.....................................................................         52
         9.5      Notice of Default..............................................................................         53
         9.6      Non-Reliance on Administrative Agent and Other Lenders.........................................         53
         9.7      Indemnification................................................................................         54
         9.8      Administrative Agent in its Individual Capacity................................................         54
         9.9      Successor Administrative Agent.................................................................         54
         9.10     Syndication Agent..............................................................................         55

SECTION 10  MISCELLANEOUS .......................................................................................         55
         10.1     Notices........................................................................................         55
         10.2     Right of Set-Off...............................................................................         56
         10.3     Benefit of Agreement...........................................................................         56
         10.4     No Waiver; Remedies Cumulative.................................................................         60
         10.5     Payment of Expenses, etc.......................................................................         60
         10.6     Amendments, Waivers and Consents...............................................................         61
         10.7     Counterparts...................................................................................         62
         10.8     Headings.......................................................................................         62


                                       ii



                                                                                                                       
10.9     Survival.......................................................................................                  62
10.10    Governing Law; Submission to Jurisdiction; Venue...............................................                  63
10.11    Severability...................................................................................                  63
10.12    Entirety.......................................................................................                  64
10.13    Binding Effect; Amendment and Restatement of Existing 364-Day Credit Agreement; Termination....                  64
10.14    Confidentiality................................................................................                  64
10.15    Source of Funds................................................................................                  65
10.16    Conflict.......................................................................................                  66


                                      iii



                                    SCHEDULES

Schedule 1.1            Applicable Percentage
Schedule 2.1(a)         Lenders
Schedule 2.1(b)(i)      Form of Notice of Borrowing
Schedule 2.1(e)         Form of Revolving Note
Schedule 2.2(f)         Form of Competitive Note
Schedule 3.2            Form of Notice of Extension/Conversion
Schedule 4.1(g)         Form of Legal Opinion
Schedule 5.5            Material Litigation
Schedule 5.12           Subsidiaries
Schedule 6.1(c)         Form of Officer's Compliance Certificate
Schedule 7.5            Subsidiary Indebtedness
Schedule 10.3(b)        Form of Assignment and Acceptance

                                       iv



                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

      THIS AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of May 17,
2004 (the "Credit Agreement"), is by and among AUTOZONE, INC., a Nevada
corporation (the "Borrower"), the several lenders identified on the signature
pages hereto and such other lenders as may from time to time become a party
hereto (the "Lenders"), FLEET NATIONAL BANK, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and CITICORP USA, INC.,
as syndication agent (in such capacity, the "Syndication Agent").

                               W I T N E S S E T H

      WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain
other Persons are party to an Amended and Restated Credit Agreement dated as of
May 22, 2002 (the "Existing 364-Day Credit Agreement");

      WHEREAS, the Borrower has requested that the Lenders extend the maturity
of the revolving loan facility available to the Borrower under the Existing
364-Day Credit Agreement, as more particularly described herein;

      WHEREAS, the Lenders have agreed to make such changes to the existing
credit facilities and to amend and restate the Existing 364-Day Credit Agreement
on the terms and conditions hereinafter set forth; and

      WHEREAS, concurrently with the effectiveness of such amendment and
restatement of the Existing 364-Day Credit Agreement, the Existing 364-Day
Credit Agreement will be amended and restated in its entirety, the financial
institutions party thereto will have no further obligations thereunder and will
cease to be parties to such agreement and the Borrower (as defined in the
Existing 364-Day Credit Agreement) will have no further obligations thereunder,
except for those obligations that by their terms survive termination of the
Existing 364-Day Credit Agreement.

      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:

                                    SECTION 1

                                   DEFINITIONS

      1.1   DEFINITIONS.

      As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:



      "Administrative Agent" shall have the meaning assigned to such term in the
heading hereof, together with any successors or assigns.

      "Administrative Agent's Fee Letter" means that certain letter agreement,
dated as of March 26, 2004, between the Administrative Agent and the Borrower,
as amended, modified, supplemented or replaced from time to time.

      "Administrative Agent's Fees" shall have the meaning assigned to such term
in Section 3.5(b).

      "Affiliate" means, with respect to any Person, any other Person (i)
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person or (ii) directly or indirectly owning or holding
five percent (5%) or more of the equity interest in such Person. For purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agency Services Address" means Fleet National Bank, 100 Federal Street,
MADE10307C, Boston, MA 02110 Attn: Agency Services, or such other address as may
be identified by written notice from the Administrative Agent to the Borrower.

      "Applicable Percentage" means, for purposes of calculating the applicable
interest rate for any day for any Loan (other than a Competitive Loan), the
applicable rate of the Facility Fee for any day for purposes of Section 3.5(a)
or the applicable rate of the Utilization Fee for any day for the purposes of
Section 3.5(c), the appropriate applicable percentage set forth on Schedule 1.1.
The Applicable Percentages shall be determined and adjusted on the following
dates (each a "Calculation Date"):

                        (i)   where the Borrower has a senior unsecured
                  (non-credit enhanced) long term debt rating from S&P and/or
                  Moody's, five (5) Business Days after receipt of notice by the
                  Administrative Agent of a change in any such debt rating,
                  based on such debt rating(s); and

                        (ii)  where the Borrower previously had a senior
                  unsecured (non-credit enhanced) long term debt rating from S&P
                  and/or Moody's, but either or both of S&P and Moody's
                  withdraws its rating such that the Borrower's senior unsecured
                  (non-credit enhanced) long term debt no longer is rated by
                  either S&P or Moody's, five (5) Business Days after receipt by
                  the Administrative Agent of notice of the withdrawal of the
                  last to exist of such previous debt ratings, based on Pricing
                  Level V until the earlier of (A) such time as S&P and/or
                  Moody's provides another rating for such debt of the Borrower
                  or (B) the Required Lenders have agreed to an alternative
                  pricing grid or other method for determining Pricing Levels
                  pursuant to an effective amendment to this Credit Agreement.

                                       2



The Applicable Percentage shall be effective from a Calculation Date until the
next such Calculation Date. The Administrative Agent shall determine the
appropriate Applicable Percentages promptly upon receipt of the notices and
information necessary to make such determination and shall promptly notify the
Borrower and the Lenders of any change thereof. Such determinations by the
Administrative Agent shall be conclusive absent manifest error. The Applicable
Percentage from the Closing Date shall be based on Pricing Level II, subject to
adjustment as provided herein.

      "Approving Lenders" has the meaning set forth in Section 3.4(c).

      "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

      "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the following with respect to such Person: (i) a court or governmental
agency having jurisdiction in the premises shall enter a decree or order for
relief in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or ordering the winding up or liquidation of its affairs; or (ii) there shall be
commenced against such Person an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or any
case, proceeding or other action for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of such Person
or for any substantial part of its Property or for the winding up or liquidation
of its affairs, and such involuntary case or other case, proceeding or other
action shall remain undismissed, undischarged or unbonded for a period of sixty
(60) consecutive days; or (iii) such Person shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or make any general assignment for the benefit of creditors; or (iv) such Person
shall be unable to, or shall admit in writing its inability to, pay its debts
generally as they become due.

      "Base Rate" means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of
(a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the
Prime Rate in effect on such day. If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable after due inquiry to ascertain the Federal Funds Rate
for any reason, including the inability or failure of the Administrative Agent
to obtain sufficient quotations in accordance with the terms hereof, the Base
Rate shall be determined without regard to clause (a) of the first sentence of
this definition until the circumstances giving rise to such inability no longer
exist. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Rate, respectively.

                                       3



      "Base Rate Loan" means any Loan bearing interest at a rate determined by
reference to the Base Rate.

      "Borrower" means the Person identified as such in the heading hereof,
together with any permitted successors and assigns.

      "Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close, except that, when used in connection with a Eurodollar Loan, such day
shall also be a day on which dealings between banks are carried on in U.S.
dollar deposits in London, England and New York, New York.

      "Calculation Date" has the meaning set forth in the definition of
Applicable Percentage.

      "Capital Lease" means, as applied to any Person, any lease of any Property
(whether real, personal or mixed) by that Person as lessee which, in accordance
with GAAP, is or should be accounted for as a capital lease on the balance sheet
of that Person.

      "Change of Control" means either (i) a "person" or a "group" (within the
meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of more than 50% of the then outstanding voting stock of
the Borrower or (ii) a majority of the board of directors of the Borrower shall
consist of individuals who are not Continuing Directors. For purposes hereof,
"Continuing Directors" means, as of any date of determination, (i) an individual
who on the date two years prior to such determination date was a member of the
Borrower's board of directors or (ii) (a) any director whose nomination for
election by the Borrower's shareholders was approved by a vote of a majority of
the directors then still in office who either were directors on the date two
years prior to such determination date or whose nomination for election was
previously so approved (or who are Continuing Directors pursuant to clause (b)
below) or (b) any director who was elected by a majority of the directors then
still in office who either were directors on the date two years prior to such
determination date or whose nomination for election was previously so approved
(or who are Continuing Directors pursuant to clause (a) above). Notwithstanding
the foregoing, a Reorganization permitted by under Section 7.3 hereof shall not
be deemed a Change of Control for the purposed of this Credit Agreement.

      "Change of Control Notice" shall have the meaning specified in Section
3.4(e).

      "Change of Control Prepayment Amount" shall have the meaning specified in
Section 3.4(e).

      "Change of Control Standstill Period" shall have the meaning specified in
Section 3.4(e).

      "Closing Date" means the date hereof.

                                       4



      "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time. References to sections
of the Code shall be construed also to refer to any successor sections.

      "Commercial Credit Business Arrangement" means any agreement between the
Borrower or any of its Subsidiaries and an entity that purchases such Person's
commercial accounts receivables with only such limited recourse back to such
Person as is customary in factoring arrangements of this type.

      "Commitment" means, with respect to each Lender, the Revolving Commitment
of such Lender.

      "Competitive Bid" means an offer by a Lender to make a Competitive Loan
pursuant to the terms of Section 2.2.

      "Competitive Bid Rate" means, as to any Competitive Bid made by a Lender
in accordance with the provisions of Section 2.2, the fixed rate of interest
offered by the Lender making the Competitive Bid.

      "Competitive Loan" means a loan made by a Lender in its discretion
pursuant to the provisions of Section 2.2.

      "Competitive Note" means a promissory note of the Borrower in favor of a
Lender delivered pursuant to Section 2.2(f) and evidencing the Competitive
Loans, if any, of such Lender, as such promissory note may be amended, modified,
restated or replaced from time to time.

      "Consolidated Adjusted Debt" means, at any time, the sum of, without
duplication, (i) Consolidated Funded Indebtedness and (ii) the product of
Consolidated Rents multiplied by 6.0.

      "Consolidated EBITDA" means, for any period for the Borrower and its
Subsidiaries, Consolidated Net Income plus Consolidated Interest Expense plus
all provisions for any Federal, state or other domestic and foreign income taxes
plus depreciation and amortization, in each case on a consolidated basis
determined in accordance with GAAP applied on a consistent basis. Except as
otherwise expressly provided, the applicable period shall be for the four
consecutive fiscal quarters ending as of the date of determination.

      "Consolidated EBITDAR" means, for any period, the sum of Consolidated
EBITDA and Consolidated Rents. Except as otherwise expressly provided, the
applicable period shall be for the four consecutive fiscal quarters ending as of
the date of determination.

      "Consolidated EBITR" means, for any period for the Borrower and its
Subsidiaries, Consolidated EBITDA minus depreciation and amortization plus
Consolidated Rents, in each case on a consolidated basis as determined in
accordance with GAAP applied on a consistent basis.

                                       5



Except as otherwise expressly provided, the applicable period shall be for the
four consecutive fiscal quarters ending as of the date of determination.

      "Consolidated Funded Indebtedness" means, at any time, the outstanding
principal amount of all Funded Indebtedness, without duplication, of the
Borrower and its Subsidiaries at such time.

      "Consolidated Interest Coverage Ratio" means, as of the last day of any
fiscal quarter of the Borrower, the ratio of (i) Consolidated EBITR to (ii)
Consolidated Interest Expense plus Consolidated Rents.

      "Consolidated Interest Expense" means, for any period for the Borrower and
its Subsidiaries, all interest expense plus the interest component under Capital
Leases, in each case on a consolidated basis as determined in accordance with
GAAP applied on a consistent basis. Except as otherwise expressly provided, the
applicable period shall be for the four consecutive fiscal quarters ending as of
the date of determination.

      "Consolidated Net Income" means, for any period for the Borrower and its
Subsidiaries, net income on a consolidated basis determined in accordance with
GAAP applied on a consistent basis, but excluding non-recurring charges in an
aggregate amount not to exceed $50,000,000 collectively with respect to all
periods relevant for the calculation of the financial covenants contained in
Sections 6.10 and 6.11. Except as otherwise expressly provided, the applicable
period shall be for the four consecutive fiscal quarters ending as of the date
of determination.

      "Consolidated Rents" means, for any period for the Borrower and its
Subsidiaries, all rental expense of the Borrower and its Subsidiaries for such
period under operating leases (specifically including rents paid in connection
with synthetic leases, tax retention operating leases, off-balance sheet loans
or similar off-balance sheet financing products), on a consolidated basis as
determined in accordance with GAAP applied on a consistent basis. Except as
otherwise expressly provided, the applicable period shall be for the four
consecutive fiscal quarters ending as of the date of determination.

      "Credit Documents" means a collective reference to this Credit Agreement,
the Notes, the Administrative Agent's Fee Letter and all other related
agreements and documents issued or delivered hereunder or thereunder or pursuant
hereto or thereto.

      "Default" means any event, act or condition which with notice or lapse of
time, or both, would constitute an Event of Default.

      "Designating Lender" has the meaning set forth in Section 10.3(e).

      "Disapproving Lenders" has the meaning set forth in Section 3.4(c).

      "Dollars" and "$" means dollars in lawful currency of the United States of
America.

                                       6



      "Environmental Laws" means any and all lawful and applicable Federal,
state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or other governmental restrictions relating to the environment or to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

      "ERISA Affiliate" means an entity which is under common control with the
Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member of a
group which includes the Borrower and which is treated as a single employer
under Sections 414(b) or (c) of the Code.

      "ERISA Event" means (i) with respect to any Plan, the occurrence of a
Reportable Event or the substantial cessation of operations (within the meaning
of Section 4062(e) of ERISA); (ii) the withdrawal by the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate from a Multiple Employer Plan
during a plan year in which it was a substantial employer (as such term is
defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple
Employer Plan; (iii) the distribution of a notice of intent to terminate or the
actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
(iv) the institution of proceedings to terminate or the actual termination of a
Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which
could reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan;
(vi) the complete or partial withdrawal of the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions
for imposition of a lien under Section 302(f) of ERISA exist with respect to any
Plan; or (vii) the adoption of an amendment to any Plan requiring the provision
of security to such Plan pursuant to Section 307 of ERISA.

      "Eurodollar Loan" means any Loan bearing interest at a rate determined by
reference to the Eurodollar Rate.

      "Eurodollar Rate" means, for the Interest Period for each Eurodollar Loan
comprising part of the same borrowing (including conversions, extensions and
renewals), a per annum interest rate determined pursuant to the following
formula:

                            Interbank Offered Rate
    Eurodollar Rate =  ---------------------------------
                       1 - Eurodollar Reserve Percentage

      "Eurodollar Reserve Percentage" means for any day, that percentage
(expressed as a decimal) which is in effect from time to time under Regulation D
of the Board of Governors of the Federal Reserve System (or any successor), as
such regulation may be amended from time to time

                                       7



or any successor regulation, as the maximum reserve requirement (including,
without limitation, any basic, supplemental, emergency, special, or marginal
reserves) applicable with respect to Eurocurrency liabilities as that term is
defined in Regulation D (or against any other category of liabilities that
includes deposits by reference to which the interest rate of Eurodollar Loans is
determined), whether or not Lender has any Eurocurrency liabilities subject to
such reserve requirement at that time. Eurodollar Loans shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without benefits of credits for proration, exceptions or
offsets that may be available from time to time to a Lender. The Eurodollar Rate
shall be adjusted automatically on and as of the effective date of any change in
the Eurodollar Reserve Percentage.

      "Event of Default" means such term as defined in Section 8.1.

      "Facilities" means a collective reference to (i) the revolving loan
facility established pursuant to Section 2.1 and (ii) the Five-Year Facility.

      "Facility Fee" shall have the meaning assigned to such term in Section
3.5(a).

      "Facility Fee Calculation Period" shall have the meaning assigned to such
term in Section 3.5(a).

      "Federal Funds Rate" means, for any day, the rate of interest per annum
(rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (A) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day and (B) if no such rate is
so published on such next preceding Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to the Administrative Agent on such
day on such transactions as determined by the Administrative Agent.

      "Fees" means all fees payable pursuant to Section 3.5.

      "Financial Officer" means, with respect to the Borrower, the Treasurer,
the Controller, the General Counsel, or the Chief Financial Officer of the
Borrower; provided that the Borrower may designate additional persons or delete
persons so authorized by written notice to the Administrative Agent from at
least two existing Financial Officers of the Borrower.

      "Five-Year Credit Agreement" means that certain Amended and Restated
Five-Year Credit Agreement, dated as of the date hereof, by and among the
Borrower, the lenders party thereto, Fleet National Bank, as administrative
agent, and Citicorp USA, Inc., as syndication agent, as amended, modified,
supplemented, restated or replaced from time to time.

      "Five-Year Facility" means the revolving loan facility established
pursuant to the Five-Year Credit Agreement.

                                       8



      "Fleet" means Fleet National Bank and its successors.

      "Funded Indebtedness" means, with respect to any Person (for purposes of
this sentence only, the "Debtor"), without duplication, (i) all Indebtedness of
such Debtor for borrowed money, (ii) all purchase money Indebtedness of such
Debtor, including without limitation the principal portion of all obligations of
such Debtor under Capital Leases, (iii) all Guaranty Obligations of such Debtor
with respect to Funded Indebtedness of another Person, (iv) the maximum
available amount of all standby letters of credit or acceptances issued or
created for the account of such Debtor, and (v) all Funded Indebtedness of
another Person secured by a Lien on any Property of such Debtor, whether or not
such Funded Indebtedness has been assumed; provided that Funded Indebtedness
shall not include (i) any letters of credit used by such Debtor for the
financing of inventory in the ordinary course of business or (ii) any amounts
received by such Debtor pursuant to a Commercial Credit Business Arrangement.
The Funded Indebtedness of any Person shall include the Funded Indebtedness of
any partnership or joint venture in which such Person is a general partner or
joint venturer.

      "GAAP" means generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.3 hereof.

      "Governmental Authority" means any Federal, state, local or foreign court
or governmental agency, authority, instrumentality or regulatory body.

      "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any Property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of
any Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

      "Indebtedness" of any Person means (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made, (iii) all obligations of such Person under conditional sale or
other title retention agreements relating to Property purchased by such Person
(other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business), (iv) all obligations
of such Person issued or assumed as the

                                       9



deferred purchase price of Property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person, (v) all obligations of such Person under take-or-pay or
similar arrangements or under commodities agreements, (vi) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the proceeds of production from, Property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (vii) all
Guaranty Obligations of such Person, (viii) the principal portion of all
obligations of such Person under Capital Leases, (ix) all obligations of such
Person in respect of interest rate protection agreements, foreign currency
exchange agreements, commodity purchase or option agreements or other interest
or exchange rate or commodity price hedging agreements, (x) the maximum amount
of all standby letters of credit issued or bankers' acceptances facilities
created for the account of such Person and, without duplication, all drafts
drawn thereunder (to the extent unreimbursed), (xi) all preferred stock issued
by such Person and required by the terms thereof to be redeemed, or for which
mandatory sinking fund payments are due, by a fixed date and (xii) the principal
balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product to which
such Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP; provided that Indebtedness shall not include (i) any
letters of credit used by such Person for the financing of inventory in the
ordinary course of business or (ii) any amounts received by such Person pursuant
to a Commercial Credit Business Arrangement. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer.

      "Interbank Offered Rate" means, for the Interest Period for each
Eurodollar Loan comprising part of the same borrowing (including conversions,
extensions and renewals), a per annum interest rate (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the rate of
interest, determined by the Administrative Agent on the basis of the offered
rates for deposits in dollars for a period of time corresponding to such
Interest Period (and commencing on the first day of such Interest Period),
appearing on Telerate Page 3750 (or, if, for any reason, Telerate Page 3750 is
not available, the Reuters Screen LIBO Page) as of approximately 11:00 A.M.
(London time) two (2) Business Days before the first day of such Interest
Period; provided, however, if no such interest rate for a period of time
corresponding to such Interest Period appears on Telerate Page 3750 or the
Reuters Screen LIBO Page, then the applicable interest rate shall be determined
by the Administrative Agent in good faith. As used herein, "Telerate Page 3750"
means the display designated as page 3750 by Dow Jones Telerate, Inc. (or such
other page as may replace such page on that service for the purpose of
displaying the British Bankers Association London interbank offered rates) and
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank offered
rates of major banks).

      "Interest Payment Date" means (i) as to any Base Rate Loan, the last day
of each March, June, September and December, the date of repayment of principal
of such Loan and the Termination Date and (ii) as to any Eurodollar Loan or any
Competitive Loan, the last day of each

                                       10



Interest Period for such Loan, the date of repayment of principal of such Loan
and on the Termination Date, and in addition where the applicable Interest
Period is more than 3 months, then also on the date 3 months from the beginning
of the Interest Period, and each 3 months thereafter. If an Interest Payment
Date falls on a date which is not a Business Day, such Interest Payment Date
shall be deemed to be the next succeeding Business Day, except that in the case
of Eurodollar Loans where the next succeeding Business Day falls in the next
succeeding calendar month, then on the next preceding Business Day.

      "Interest Period" means (i) as to any Eurodollar Loan, a period of one,
two, three or six month's duration, as the Borrower may elect, commencing in
each case, on the date of the borrowing (including conversions, extensions and
renewals), and (ii) as to any Competitive Loan, a period commencing in each case
on the date of the borrowing and ending on the date specified in the applicable
Competitive Bid whereby the offer to make such Competitive Loan was extended
(such ending date in any event to be no less than one week and not more than 180
days from the date of the borrowing); provided, however, (A) if any Interest
Period would end on a day which is not a Business Day, such Interest Period
shall be extended to the next succeeding Business Day (except that in the case
of Eurodollar Loans where the next succeeding Business Day falls in the next
succeeding calendar month, then on the next preceding Business Day), (B) no
Interest Period shall extend beyond the Termination Date, and (C) in the case of
Eurodollar Loans, where an Interest Period begins on a day for which there is no
numerically corresponding day in the calendar month in which the Interest Period
is to end, such Interest Period shall end on the last day of such calendar
month.

      "Lenders" means each of the Persons identified as a "Lender" on the
signature pages hereto, and each Person which may become a Lender by way of
assignment in accordance with the terms hereof, together with their successors
and permitted assigns.

      "Lending Installation" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the Uniform Commercial Code
as adopted and in effect in the relevant jurisdiction or other similar recording
or notice statute, and any lease in the nature thereof).

      "Loan" or "Loans" means the Revolving Loans and/or the Competitive Loans,
individually or collectively, as appropriate.

      "Master Account" means such account as may be identified by written notice
from at least two Financial Officers of the Borrower to the Administrative
Agent.

      "Material Adverse Effect" means a material adverse effect on (i) the
condition (financial or otherwise), operations, business, assets or liabilities
of the Borrower and its Subsidiaries, taken as a

                                       11



whole, (ii) the ability of the Borrower to perform any material obligation under
the Credit Documents or (iii) any aspect of the Borrower or its business that
adversely affects the material rights and remedies of the Lenders under the
Credit Documents.

      "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Laws, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

      "Mexican Subsidiaries" means, collectively, the following Subsidiaries of
the Borrower: AutoZone de Mexico, S. de R.L. de C.V., Zone Compra, S. de R.L. de
C.V., Service Zone, S.de R.L. de C.V., Data Zone, S. de R.L. de C.V., and any
other Subsidiary of the Borrower formed after the Closing Date and organized
under the laws of Mexico.

      "Moody's" means Moody's Investors Service, Inc., or any successor or
assignee of the business of such company in the business of rating securities.

      "Multiemployer Plan" means a Plan which is a multiemployer plan as defined
in Sections 3(37) or 4001(a)(3) of ERISA.

      "Multiple Employer Plan" means a Plan which the Borrower, any Subsidiary
of the Borrower or any ERISA Affiliate and at least one employer other than the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate are contributing
sponsors.

      "Note" or "Notes" means any Revolving Note and/or Competitive Note, as the
context may require.

      "Notice of Borrowing" means a written notice of borrowing in substantially
the form of Schedule 2.1(b)(i), as required by Section 2.1(b)(i).

      "Notice of Extension/Conversion" means the written notice of extension or
conversion in substantially the form of Schedule 3.2, as required by Section
3.2.

      "Participation Interest" means, the extension of credit by a Lender by way
of a purchase of a participation in any Loans as provided in Section 3.13.

      "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA and any successor thereof.

      "Permitted Liens" means:

            (i)   Liens in favor of the Administrative Agent on behalf of the
      Lenders;

            (ii)  Liens (other than Liens created or imposed under ERISA) for
      taxes, assessments or governmental charges or levies not yet due or Liens
      for taxes being contested

                                       12



      in good faith by appropriate proceedings for which adequate reserves
      determined in accordance with GAAP have been established (and as to which
      the Property subject to any such Lien is not yet subject to foreclosure,
      sale or loss on account thereof);

            (iii) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and suppliers and other Liens imposed
      by law or pursuant to customary reservations or retentions of title
      arising in the ordinary course of business, provided that any such Liens
      which are material secure only amounts not yet due and payable or, if due
      and payable, are unfiled and no other action has been taken to enforce the
      same or are being contested in good faith by appropriate proceedings for
      which adequate reserves determined in accordance with GAAP have been
      established (and as to which the Property subject to any such Lien is not
      yet subject to foreclosure, sale or loss on account thereof);

            (iv)  Liens (other than Liens created or imposed under ERISA)
      incurred or deposits made by the Borrower and its Subsidiaries in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance and other types of social security, or to secure
      the performance of tenders, statutory obligations, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);

            (v)   Liens in connection with attachments or judgments (including
      judgment or appeal bonds) provided that the judgments secured shall,
      within 30 days after the entry thereof, have been discharged or execution
      thereof stayed pending appeal, or shall have been discharged within 30
      days after the expiration of any such stay;

            (vi)  easements, rights-of-way, restrictions (including zoning
      restrictions), minor defects or irregularities in title and other similar
      charges or encumbrances not, in any material respect, impairing the use of
      the encumbered Property for its intended purposes;

            (vii) leases or subleases granted to others not interfering in any
      material respect with the business of the Borrower and its Subsidiaries
      taken as a whole;

            (viii) Liens in favor of customs and revenue authorities arising as
      a matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (ix)  Liens on assets at the time such assets are acquired by the
      Borrower or any Subsidiary in accordance with Section 7.3(d); provided
      that such Liens are not created in contemplation of such acquisition;

            (x)   Liens on assets of any Person at the time such Person becomes
      a Subsidiary in accordance with Section 7.3(d); provided that such Liens
      are not created in contemplation of such Person becoming a Subsidiary;

                                       13



            (xi)  normal and customary rights of setoff upon deposits of cash in
      favor of banks or other depository institutions;

            (xii) Liens on receivables sold pursuant to a Commercial Credit
      Business Arrangement;

            (xiii) Liens on inventory held by the Borrower or any of its
      Subsidiaries under consignment;

            (xiv) Liens on any inventory of the Borrower or any of its
      Subsidiaries in favor of a vendor of such inventory, arising in the normal
      course of business upon its sale to the Borrower or any such Subsidiary;
      and

            (xv)  other Liens on Property of the Borrower and its Subsidiaries,
      so long as the Borrower and its Subsidiaries own at all times Property (a)
      unencumbered by any Liens other than Liens permitted by clauses (i)
      through (xiv) above and (b), having an aggregate fair market value of at
      least $2,000,000,000.

      "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated) or any Governmental Authority.

      "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) which is covered by ERISA and with respect to which the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an
"employer" within the meaning of Section 3(5) of ERISA.

      "Pricing Level" means the applicable pricing level for the Applicable
Percentage shown in Schedule 1.1.

      "Prime Rate" means the rate of interest per annum publicly announced or
established from time to time by Fleet as its prime rate in effect at its
principal office in Boston, Massachusetts, with each change in the Prime Rate
being effective on the date such change is publicly announced as effective (it
being understood and agreed that the Prime Rate is a reference rate used by
Fleet in determining interest rates on certain loans and is not intended to be
the lowest rate of interest charged on any extension of credit by Fleet to any
debtor).

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "Register" shall have the meaning given such term in Section 10.3(c).

      "Regulation D, T, U, or X" means Regulation D, T, U or X, respectively, of
the Board of Governors of the Federal Reserve System as from time to time in
effect and any successor to all or a portion thereof.

                                       14



      "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing into
the environment (including the abandonment or discarding of barrels, containers
and other closed receptacles containing any Materials of Environmental Concern).

      "Reorganization" shall have the meaning specified in Section 7.03.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the notice requirement has been
waived by regulation.

      "Required Lenders" means, at any time, Lenders which are then in
compliance with their obligations hereunder (as determined by the Administrative
Agent) and holding in the aggregate more than 50% of (i) the Revolving
Commitments or (ii) if the Commitments have been terminated, the outstanding
Loans and Participation Interests therein.

      "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its material property is subject.

      "Revolving Commitment" means, with respect to each Lender, the commitment
of such Lender in an aggregate principal amount at any time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.1(a) (as
such amount may be reduced or increased from time to time in accordance with the
provisions of this Credit Agreement), to make Revolving Loans in accordance with
the provisions of Section 2.1(a).

      "Revolving Commitment Percentage" means for any Lender, the percentage
identified as its Revolving Commitment Percentage on Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 10.3.

      "Revolving Committed Amount" shall have the meaning assigned to such term
in Section 2.1(a).

      "Revolving Loans" shall have the meaning assigned to such term in Section
2.1(a).

      "Revolving Note" means a promissory note of the Borrower in favor of a
Lender delivered pursuant to Section 2.1(e) and evidencing the Revolving Loans
of such Lender, as such promissory note may be amended, modified, restated or
replaced from time to time.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor or assignee of the business of
such division in the business of rating securities.

      "SPV" has the meaning set forth in Section 10.3(e).

                                       15



      "Single Employer Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

      "Subsidiary" means, as to any Person, (a) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time, any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries, and
(b) any partnership, association, joint venture or other entity in which such
Person directly or indirectly through Subsidiaries has more than 50% equity
interest at any time.

      "Syndication Agent" means Citicorp USA, Inc., together with any successor
and assigns.

      "Terminating Lenders" shall have the meaning specified in Section 3.4(e).

      "Termination Date" means, as to the Revolving Loans and Competitive Loans,
May 16, 2005, as such date may be extended pursuant to Section 3.4.

      "Utilization Fee" shall have the meaning set forth in Section 3.5(c).

      "Utilization Fee Period" shall have the meaning assigned to such term in
Section 3.5(c).

      1.2   COMPUTATION OF TIME PERIODS.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding."

      1.3   ACCOUNTING TERMS.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 6.1
hereof (or. prior to the delivery of the first financial statements pursuant to
Section 6.1 hereof, consistent with the financial statements as at August 30,
2003; provided, however, if (a) the Borrower shall object to determining such
compliance on such basis at the time of delivery of such financial statements
due to any change in GAAP or the rules promulgated with respect thereto or (b)
the Administrative Agent or the Required Lenders shall so object in writing
within 30 days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Borrower to the Lenders as to which no such
objection shall have been made.

                                       16



      1.4   TIME OF DAY.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

                                    SECTION 2

                                CREDIT FACILITIES

      2.1   REVOLVING LOANS.

            (a)   Revolving Commitment. Subject to the terms and conditions
      hereof and in reliance upon the representations and warranties set forth
      herein, each Lender severally agrees to make available to the Borrower
      revolving credit loans requested by the Borrower in Dollars ("Revolving
      Loans") up to such Lender's Revolving Commitment from time to time from
      the Closing Date until the Termination Date, or such earlier date as the
      Revolving Commitments shall have been terminated as provided herein for
      the purposes hereinafter set forth; provided, however, that the sum of the
      aggregate principal amount of outstanding Revolving Loans shall not exceed
      THREE HUNDRED MILLION DOLLARS ($300,000,000.00) (as such aggregate maximum
      amount may be reduced or increased from time to time as provided in
      Sections 3.3 and 3.4, the "Revolving Committed Amount"); provided,
      further, (i) with regard to each Lender individually, such Lender's
      outstanding Revolving Loans shall not exceed such Lender's Revolving
      Commitment, and (ii) with regard to the Lenders collectively, the
      aggregate principal amount of outstanding Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans shall not
      exceed the Revolving Committed Amount. Revolving Loans may consist of Base
      Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower
      may request, and may be repaid and reborrowed in accordance with the
      provisions hereof; provided, however, that no more than 25 Eurodollar
      Loans shall be outstanding hereunder at any time. For purposes hereof,
      Eurodollar Loans with different Interest Periods shall be considered as
      separate Eurodollar Loans, even if they begin on the same date, although
      borrowings, extensions and conversions may, in accordance with the
      provisions hereof, be combined at the end of existing Interest Periods to
      constitute a new Eurodollar Loan with a single Interest Period. Revolving
      Loans hereunder may be repaid and reborrowed in accordance with the
      provisions hereof. Notwithstanding the foregoing, the Borrower may not
      request any Loans hereunder while a Change of Control Standstill Period
      shall be in effect pursuant to Section 3.4(e) hereof.

            (b)   Revolving Loan Borrowings.

                  (i)   Notice of Borrowing. The Borrower shall request a
            Revolving Loan borrowing by written notice (or telephone notice
            promptly confirmed in writing) to the Administrative Agent not later
            than 11:30 A.M. on the Business Day of the requested borrowing in
            the case of Base Rate Loans, and not later than 2:00 P.M. on the
            second Business Day prior to the date of the requested borrowing in
            the case of

                                       17



            Eurodollar Loans. Each such request for borrowing shall be
            irrevocable, executed by a Financial Officer of the Borrower and
            shall specify (A) that a Revolving Loan is requested, (B) the date
            of the requested borrowing (which shall be a Business Day), (C) the
            aggregate principal amount to be borrowed, and (D) whether the
            borrowing shall be comprised of Base Rate Loans, Eurodollar Loans or
            a combination thereof, and if Eurodollar Loans are requested, the
            Interest Period(s) therefor. If the Borrower shall fail to specify
            in any such Notice of Borrowing (I) an applicable Interest Period in
            the case of a Eurodollar Loan, then such notice shall be deemed to
            be a request for an Interest Period of one month, or (II) the type
            of Revolving Loan requested, then such notice shall be deemed to be
            a request for a Base Rate Loan hereunder. The Administrative Agent
            shall give notice to each affected Lender promptly upon receipt of
            each Notice of Borrowing pursuant to this Section 2.1(b)(i), the
            contents thereof and each such Lender's share of any borrowing to be
            made pursuant thereto.

                  (ii)  Minimum Amounts. Each Eurodollar Loan or Base Rate Loan
            that is a Revolving Loan shall be in a minimum aggregate principal
            amount of $5,000,000 and integral multiples of $1,000,000 in excess
            thereof (or the remaining amount of the Revolving Committed Amount,
            if less).

                  (iii) Advances. Each Lender will make its Revolving Commitment
            Percentage of each Revolving Loan borrowing available to the
            Administrative Agent for the account of the Borrower as specified in
            Section 3.14(a), or in such other manner as the Administrative Agent
            may specify in writing, by 1:00 P.M on the date specified in the
            applicable Notice of Borrowing in Dollars and in funds immediately
            available to the Administrative Agent. Such borrowing will then be
            made available to the Borrower by the Administrative Agent by
            crediting the Master Account with the aggregate of the amounts made
            available to the Administrative Agent by the Lenders and in like
            funds as received by the Administrative Agent.

            (c)   Repayment. The principal amount of all Revolving Loans shall
      be due and payable in full on the Termination Date, subject to the
      provisions of Sections 3.4(c), (d) and (e).

            (d)   Interest. Subject to the provisions of Section 3.1,

                  (i)   Base Rate Loans. During such periods as Revolving Loans
            shall be comprised in whole or in part of Base Rate Loans, such Base
            Rate Loans shall bear interest at a per annum rate equal to the Base
            Rate plus the Applicable Percentage; and

                  (ii)  Eurodollar Loans. During such periods as Revolving Loans
            shall be comprised in whole or in part of Eurodollar Loans, such
            Eurodollar Loans shall bear interest at a per annum rate equal to
            the Eurodollar Rate plus the Applicable Percentage.

                                       18



            Interest on Revolving Loans shall be payable in arrears on each
      applicable Interest Payment Date (or at such other times as may be
      specified herein).

            (e)   Revolving Notes. The Revolving Loans made by each Lender shall
      be evidenced by a duly executed promissory note of the Borrower to such
      Lender in an original principal amount equal to such Lender's Revolving
      Commitment and in substantially the form of Schedule 2.1(e).

      2.2   COMPETITIVE LOAN SUBFACILITY.

            (a)   Competitive Loans. Subject to the terms and conditions and
      relying upon the representations and warranties herein set forth, the
      Borrower may, from time to time from the Closing Date until the
      Termination Date, request and each Lender may, in its sole discretion,
      agree to make, Competitive Loans in Dollars to the Borrower; provided,
      however, that (i) the aggregate principal amount of outstanding
      Competitive Loans shall not at any time exceed the Revolving Committed
      Amount, and (ii) the sum of the aggregate principal amount of outstanding
      Revolving Loans plus the aggregate principal amount of outstanding
      Competitive Loans shall not at any time exceed the Revolving Committed
      Amount. Each Competitive Loan shall be not less than $10,000,000 in the
      aggregate and integral multiples of $1,000,000 in excess thereof (or the
      remaining portion of the Revolving Committed Amount, if less).
      Notwithstanding the foregoing, the Borrower may not request any Loans
      hereunder while a Change of Control Standstill Period shall be in effect
      pursuant to Section 3.4(e) hereof.

            (b)   Competitive Bid Requests. The Borrower may solicit by making a
      written or telefax request to all of the Lenders for a Competitive Loan.
      To be effective, such request must be received by each of the Lenders by
      2:00 P.M. one Business Day prior to the date of the requested borrowing
      and must specify (i) that a Competitive Loan is requested, (ii) the amount
      of such Competitive Loan and (iii) the Interest Period for such
      Competitive Loan.

            (c)   Competitive Bids. Upon receipt of a request by the Borrower
      for a Competitive Loan, each Lender may, in its sole discretion, submit a
      Competitive Bid containing an offer to make a Competitive Loan in an
      amount up to the amount specified in the related request for Competitive
      Loans. Such Competitive Bid shall be submitted to the Borrower by
      telephone notice (to be immediately confirmed by telecopy) no later than
      10:30 A.M. on the date of the requested Competitive Loan. Competitive Bids
      so made shall be irrevocable. Each Competitive Bid shall specify (i) the
      date of the proposed Competitive Loan, (ii) the maximum and minimum
      principal amounts of the Competitive Loan for which such offer is being
      made (which may be for all or a part of (but not more than) the amount
      requested by the Borrower), (iii) the applicable Competitive Bid Rate, and
      (iv) the applicable Interest Period.

            (d)   Acceptance of Competitive Bids. The Borrower may, before 1:00
      P.M. on the date of the requested Competitive Loan, accept any Competitive
      Bid by giving the

                                       19



      applicable Lender and the Administrative Agent telephone notice
      (immediately confirmed in writing) of (i) the Lender or Lenders whose
      Competitive Bid(s) is/are accepted, (ii) the principal amount of the
      Competitive Bid(s) so accepted and (iii) the Interest Period of the
      Competitive Bid(s) so accepted. The Borrower may accept any Competitive
      Bid in whole or in part; provided, however, that (a) the principal amount
      of each Competitive Loan may not exceed the maximum amount offered in the
      Competitive Bid and may not be less than the minimum amount offered in the
      Competitive Bid, (b) the principal amount of each Competitive Loan may not
      exceed the total amount requested pursuant to subsection (a) above, (c)
      the Borrower shall not accept a Competitive Bid made at a particular
      Competitive Bid Rate if it has decided to reject a Competitive Bid made at
      a lower Competitive Bid Rate and (d) if the Borrower shall accept a
      Competitive Bid or Bids made at a particular Competitive Bid Rate but the
      amount of such Competitive Bid or Bids shall cause the total amount of
      Competitive Bids to be accepted by the Borrower to exceed the total amount
      requested pursuant to subsection (a) above, then the Borrower shall accept
      a portion of such Competitive Bid or Bids in an amount equal to the total
      amount requested pursuant to subsection (a) above less the amount of other
      Competitive Bids accepted with respect to such request, which acceptance,
      in the case of multiple Competitive Bids at the same Competitive Bid Rate,
      shall be made pro rata in accordance with each such Competitive Bid at
      such Competitive Bid Rate. Competitive Bids so accepted by the Borrower
      shall be irrevocable.

            (e)   Funding of Competitive Loans. Upon acceptance by the Borrower
      pursuant to subsection (d) above of all or a portion of any Lender's
      Competitive Bid, such Lender shall, before such time as determined by such
      Lender in accordance with such Lender's customary practices, on the date
      of the requested Competitive Loan, make such Competitive Loan available by
      crediting the Master Account with the amount of such Competitive Loan.

            (f)   Competitive Notes. The Competitive Loans of each Lender shall
      be evidenced by a single Competitive Note duly executed on behalf of the
      Borrower, dated the date hereof, in substantially the form of Schedule
      2.2(f), payable to the order of such Lender.

            (g)   Repayment of Competitive Loans. The Borrower shall repay to
      each Lender which has made a Competitive Loan on the last day of the
      Interest Period for such Competitive Loan the then unpaid principal amount
      of such Competitive Loan. Unless the Borrower shall repay the maturing
      Competitive Loan or give to notice to the Administrative Agent of its
      intent to otherwise repay such Loan not later than 11:30 A.M. on the last
      day of the Interest Period, the Borrower shall be deemed to have requested
      a Revolving Loan advance comprised of Base Rate Loans in the amount of the
      maturing Competitive Loan, the proceeds of which will be used to repay
      such Competitive Loan.

            (h)   Interest on Competitive Loans. The Borrower shall pay interest
      to each Lender on the unpaid principal amount of each Competitive Loan
      from and including the date of such Competitive Loan to but excluding the
      stated maturity date thereof, at the applicable Competitive Bid Rate for
      such Competitive Loan (computed on the basis of the actual number of days
      elapsed over a year of 360 days). Interest on Competitive Loans shall

                                       20



      be payable in arrears on each applicable Interest Payment Date (or at such
      other times as may be specified herein).

            (i)   Limitation on Number of Competitive Loans. The Borrower shall
      not request a Competitive Loan if, assuming the maximum amount of
      Competitive Loans so requested is borrowed as of the date of such request,
      the sum of the aggregate principal amount of outstanding Revolving Loans
      plus the aggregate principal amount of outstanding Competitive Loans would
      exceed the aggregate Revolving Committed Amount.

            (j)   Change in Procedures for Requesting Competitive Loans. The
      Borrower and the Lenders hereby agree that, notwithstanding any other
      provision to the contrary contained in this Credit Agreement, upon mutual
      agreement of the Administrative Agent and the Borrower and written notice
      by the Administrative Agent to the Lenders, all further requests by the
      Borrower for Competitive Loans shall be made by the Borrower to the
      Lenders through the Administrative Agent in accordance with such
      procedures as shall be prescribed by the Administrative Agent and
      acceptable to the Borrower and each Lender.

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

      3.1   DEFAULT RATE.

      Upon the occurrence, and during the continuance, of an Event of Default,
the principal of and, to the extent permitted by law, interest on the Loans and
any other amounts owing hereunder or under the other Credit Documents shall bear
interest, payable on demand, at a per annum rate 1% greater than the rate which
would otherwise be applicable (or if no rate is applicable, whether in respect
of interest, fees or other amounts, then 1% greater than the Base Rate).

      3.2   EXTENSION AND CONVERSION.

      Subject to the terms of Section 4.2, the Borrower shall have the option,
on any Business Day, to extend existing Loans into a subsequent permissible
Interest Period or to convert Loans into Loans of another interest rate type;
provided, however, that (a) except as provided in Section 3.8, Eurodollar Loans
may be converted into Base Rate Loans only on the last day of the Interest
Period applicable thereto, (b) Eurodollar Loans may be extended, and Base Rate
Loans may be converted into Eurodollar Loans, only if no Default or Event of
Default is in existence on the date of extension or conversion, (c) Loans
extended as, or converted into, Eurodollar Loans shall be subject to the terms
of the definition of "Interest Period" set forth in Section 1.1 and shall be in
such minimum amounts as provided in Section 2.1(b)(ii), (d) no more than 25
Eurodollar Loans shall be outstanding hereunder at any time (it being understood
that, for purposes hereof, Eurodollar Loans with different Interest Periods
shall be considered as separate Eurodollar Loans, even if they begin on the same
date, although borrowings, extensions and conversions may, in accordance with
the provisions hereof, be combined at the end of existing Interest Periods to
constitute a new Eurodollar

                                       21



Loan with a single Interest Period), (e) any request for extension or conversion
of a Eurodollar Loan which shall fail to specify an Interest Period shall be
deemed to be a request for an Interest Period of one month and (f) Competitive
Loans may not be extended or converted pursuant to this Section 3.2. Each such
extension or conversion shall be effected by a Financial Officer of the Borrower
giving a Notice of Extension/Conversion (or telephone notice promptly confirmed
in writing) to the Administrative Agent prior to 11:30 A.M. on the Business Day
of, in the case of the extension of Base Rate Loans, and prior to 2:00 P.M. on
the third Business Day prior to, in the case of the extension of a Eurodollar
Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of
the proposed extension or conversion, specifying the date of the proposed
extension or conversion, the Loans to be so extended or converted, the types of
Loans into which such Loans are to be converted and, if appropriate, the
applicable Interest Periods with respect thereto. Each request for extension or
conversion shall be irrevocable and shall constitute a representation and
warranty by the Borrower of the matters specified in subsections (b), (c), (d)
and (e) of Section 4.2. In the event the Borrower fails to request extension or
conversion of any Eurodollar Loan in accordance with this Section, or any such
conversion or extension is not permitted or required by this Section, then such
Eurodollar Loan shall be automatically converted into a Base Rate Loan at the
end of the Interest Period applicable thereto. The Administrative Agent shall
give each Lender notice as promptly as practicable of any such proposed
extension or conversion affecting any Loan.

      3.3   PREPAYMENTS.

            (a)   Voluntary Prepayments. The Borrower shall have the right to
      prepay Loans (other than Competitive Bid Loans, which may not be prepaid)
      in whole or in part from time to time, subject to Section 3.11, but
      otherwise without premium or penalty; provided, however, that (i)
      Eurodollar Loans may only be prepaid on three Business Days' prior written
      notice to the Administrative Agent and specifying the applicable Loans to
      be prepaid; (ii) any prepayment of Eurodollar Loans will be subject to
      Section 3.11 and (iii) each such partial prepayment of Revolving Loans
      shall be in a minimum principal amount of $5,000,000 and multiples of
      $1,000,000 in excess thereof (or, if less, the full remaining amount of
      the Revolving Loan being prepaid). Subject to the foregoing terms, amounts
      prepaid under this Section 3.3(a) shall be applied as the Borrower may
      elect.

            (b)   Commitment Limitation. If at any time, the sum of the
      aggregate principal amount of outstanding Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans shall exceed
      the Revolving Committed Amount, the Borrower promises to prepay
      immediately the outstanding principal balance on the Revolving Loans
      and/or Competitive Loans in an amount sufficient to eliminate such excess.

            (c)   General. All prepayments made pursuant to this Section 3.3
      shall (i) be subject to Section 3.11 and (ii) unless the Borrower shall
      specify otherwise, be applied first to Base Rate Loans, if any, and then
      to Eurodollar Loans in direct order of Interest Period maturities. Except
      as otherwise set forth in subclause (b) above, amounts prepaid on the
      Revolving Loans may be reborrowed in accordance with the provisions
      hereof.

                                       22



      3.4   TERMINATION, REDUCTION AND INCREASE OF REVOLVING COMMITTED AMOUNT.

            (a)   Voluntary Reductions. The Borrower may from time to time
      permanently reduce or terminate the Revolving Committed Amount in whole or
      in part (in minimum aggregate amounts of $5,000,000 or in integral
      multiples of $1,000,000 in excess thereof (or, if less, the full remaining
      amount of the then applicable Revolving Committed Amount)) upon five
      Business Days' prior written notice to the Administrative Agent; provided,
      however, no such termination or reduction shall be made which would cause
      the aggregate principal amount of outstanding Revolving Loans plus the
      aggregate principal amount of outstanding Competitive Loans to exceed the
      Revolving Committed Amount unless, concurrently with such termination or
      reduction, the Revolving Loans and/or Competitive Loans are repaid to the
      extent necessary to eliminate such excess. The Administrative Agent shall
      promptly notify each affected Lender of receipt by the Administrative
      Agent of any notice from the Borrower pursuant to this Section 3.4(a).

            (b)   Termination Date. Subject to subclauses (c) and (d) below, the
      Revolving Commitments of the Lenders shall automatically terminate on the
      Termination Date.

            (c)   Extension. The Borrower may, no earlier than 60 days and no
      later than 30 days prior to the Termination Date, by notice to the
      Administrative Agent, make written request of the Lenders to extend such
      Termination Date for an additional period of 364 days. The Administrative
      Agent will give prompt notice to each of the Lenders of its receipt of any
      such request for extension of such Termination Date. Each Lender, in its
      sole discretion, shall make a determination not more than 30 days nor less
      than 25 days prior to such Termination Date as to whether or not it will
      agree to extend such Termination Date as requested; provided, however,
      that failure by any Lender to make a timely response to the Borrower's
      request for extension of such Termination Date shall be deemed to
      constitute a refusal by the Lender to extend such Termination Date. If, in
      response to a request for an extension of such Termination Date, one or
      more Lenders shall fail to agree to the requested extension (the
      "Disapproving Lenders"), then the Borrower may elect to either (A)
      continue the revolving credit facility hereunder at the same level of
      Revolving Commitments by replacing each of the Disapproving Lenders in
      accordance with Section 3.16, or (B) provided that the requested extension
      is approved by Lenders holding more than 50% of the Revolving Commitments
      hereunder (including for purposes hereof any Replacement Lenders which may
      replace a Disapproving Lender, the "Approving Lenders"), extend and
      continue the revolving credit facility at a lower aggregate amount equal
      to the Revolving Commitments held by the Approving Lenders. In any such
      case, (i) such Termination Date relating to the Revolving Commitments held
      by the Disapproving Lenders shall remain as then in effect with repayment
      of obligations held by such Disapproving Lenders being due on such date
      and termination of their respective Revolving Commitments on such date,
      and (ii) such Termination Date relating to the Revolving Commitments held
      by the Approving Lenders shall be extended by an additional period of 364
      days.

                                       23



            (d)   Term Out Option. If (i) the Borrower shall have delivered to
      the Administrative Agent a written notice requesting an extension of the
      Termination Date applicable to Revolving Loans and Competitive Loans at
      least three (3) Business Days prior to such Termination Date then in
      effect (which notice the Administrative Agent shall promptly transmit to
      each Lender) and (ii) no Default or Event of Default exists on the
      otherwise applicable Termination Date, then such otherwise applicable
      Termination Date shall be extended (provided that no prior elections have
      been made under this Section 3.4(d)) to the first anniversary of such
      Termination Date then in effect. No additional borrowings under the
      Revolving Credit Facility set forth in Section 2.1 may be made during such
      extension period and any amounts repaid on Loans outstanding under such
      facility during such extension period may not be reborrowed. The otherwise
      Applicable Percentage on all Loans outstanding under this option shall be
      increased by an additional 0.250% per annum.

            (e)   Change of Control.

                  (i)   As set forth in Sections 2.1(a) and 2.2(a) above, the
            Borrower may not request any Loans hereunder while a Change of
            Control Standstill Period shall be in effect pursuant to this
            Section 3.4(e). Subject to the procedures set forth below in this
            clause (ii) of this Section 3.4(e), upon the occurrence of a Change
            of Control and the expiration of the 20-day notice period described
            below, each Lender shall have the right to terminate its Commitment
            hereunder and require that the Borrower prepay (and the Borrower
            agrees to so prepay) in full such Lender's outstanding Loans (such
            amount the "Change of Control Prepayment Amount"), plus accrued and
            unpaid fees and interest, if any, to the date of prepayment and all
            other obligations due to such Lender under this Credit Agreement and
            the other Credit Documents.

                  (ii)  Upon the occurrence of any Change of Control, the
            Administrative Agent shall mail a notice (the "Change of Control
            Notice") simultaneously to all Lenders providing each Lender with
            notice of its rights under this Section 3.4(e) and a period of
            twenty (20) calendar days to evaluate the Change of Control and make
            a determination as to whether such Lender will terminate its
            Commitments and accept payment of the Change of Control Prepayment
            Amount, or whether such Lender will accept such Change of Control
            and continue as a Lender hereunder. The period beginning on the
            effective date of such Change of Control and continuing through the
            expiration of such twenty (20) notice day period shall be referred
            to herein as a "Change of Control Standstill Period"). The Borrower
            may not request any Loans hereunder while a Change of Control
            Standstill Period shall be in effect pursuant to this Section
            3.4(e).

                  (iii) Lenders electing to have their Loans prepaid pursuant to
            this Section 3.4(e) shall so notify the Administrative Agent as
            directed in the Change of Control Notice; provided, however, that
            failure by any Lender to make a timely response shall be deemed to
            constitute an election by such Lender to terminate its

                                       24



            Commitment and accept prepayment of its Loans. Upon the expiration
            date of the Change of Control Standstill Period, (A) all Lenders
            electing to terminate their Commitments (the "Terminating Lenders")
            shall surrender their Notes to the Administrative Agent at the
            address specified in Section 11.02, (B) all Notes held by the
            Terminated Lenders shall be cancelled by the Borrower and the
            Borrower shall pay the applicable Change of Control Prepayment
            Amounts to the Administrative Agent, for the account of the
            Terminating Lenders, and all other Obligations due to the
            Terminating Lenders under this Agreement and the other Credit
            Documents, (C) the Commitments of the Terminating Lenders hereunder
            shall be terminated and the Revolving Committed Amount shall be
            automatically reduced by an amount equal to the aggregate amount of
            the Commitments so terminated, and (D) and the Commitments of those
            Lenders not electing to terminate their Commitments shall
            automatically continue.

            (f)   Additional Commitments. The Borrower shall have the right to
      increase the Facilities on a pro rata basis as described in, and subject
      to the conditions of, Section 3.4(b) of the Five-Year Credit Agreement;
      provided, however, that no Lender shall be obligated to increase its
      Revolving Commitment hereunder.

            (g)   General. The Borrower shall pay to the Administrative Agent
      for the account of the Lenders in accordance with the terms of Section
      3.5(a), on the date of each termination or reduction of the Revolving
      Committed Amount, the Facility Fee accrued through the date of such
      termination or reduction on the amount of the Revolving Committed Amount
      so terminated or reduced.

      3.5   FEES.

            (a)   Facility Fee. In consideration of the Revolving Commitments of
      the Lenders hereunder, the Borrower agrees to pay to the Administrative
      Agent for the account of each Lender a fee (the "Facility Fee") on the
      Revolving Committed Amount computed at a per annum rate for each day
      during the applicable Facility Fee Calculation Period (hereinafter
      defined) equal to the Applicable Percentage in effect from time to time.
      The Facility Fee shall commence to accrue on the Closing Date and shall be
      due and payable in arrears on the last Business Day of each March, June,
      September and December (and any date that the Revolving Committed Amount
      is reduced or increased as provided in Section 3.4 and the Termination
      Date) for the immediately preceding quarter (or portion thereof) (each
      such quarter or portion thereof for which the Facility Fee is payable
      hereunder being herein referred to as a "Facility Fee Calculation
      Period"), beginning with the first of such dates to occur after the
      Closing Date.

            (b)   Administrative Fees. The Borrower agrees to pay to the
      Administrative Agent, for its own account, the fees referred to in the
      Administrative Agent's Fee Letter (collectively, the "Administrative
      Agent's Fees").

                                       25



            (c)   Utilization Fee. During such periods as the aggregate
      principal amount of all outstanding Loans is greater than or equal to 50%
      of the Revolving Committed Amount (each such period a "Utilization Fee
      Period"), the Borrower agrees to pay to the Administrative Agent for the
      account of each Lender a fee (the "Utilization Fee") on all Loans
      outstanding during each such Utilization Fee Period computed at a per
      annum rate for each day during such period equal to the Applicable
      Percentage for the Utilization Fee in effect from time to time. The
      Utilization Fee shall be due and payable in arrears on the last Business
      Day of each March, June, September and December for all Utilization Fee
      Periods occurring during the immediately preceding quarter (or portion
      thereof), beginning with the first of such dates to occur after the
      Closing Date.

      3.6   CAPITAL ADEQUACY.

      If any Lender determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such Lender or any
corporation controlling such Lender is increased as a result of a Change, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender determines is attributable
to this Credit Agreement, its Loans or its obligation to make Loans hereunder
(after taking into account such Lender's policies as to capital adequacy).
"Change" means (i) any change after the Closing Date in the Risk-Based Capital
Guidelines or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the Closing Date which
affects the amount of capital required or expected to be maintained by any
Lender or any Lending Installation or any corporation controlling any Lender.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the Closing Date, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the Closing Date.

      3.7   INABILITY TO DETERMINE INTEREST RATE.

      If prior to the first day of any Interest Period, the Administrative Agent
shall have reasonably determined that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, the Administrative Agent shall give
telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter. If such notice is given (a) any Eurodollar Loans
requested to be made on the first day of such Interest Period shall be made as
Base Rate Loans and (b) any Loans that were to have been converted on the first
day of such Interest Period to or continued as Eurodollar Loans shall be
converted to or continued as Base Rate Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made
or continued as such, nor shall the Borrower have the right to convert Base Rate
Loans to Eurodollar Loans.

                                       26



      3.8   ILLEGALITY.

      Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate
Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it
shall no longer be unlawful for such Lender to make or maintain Eurodollar
Loans, such Lender shall then have a commitment only to make a Base Rate Loan
when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 3.11.

      3.9   YIELD PROTECTION.

      If any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, or the compliance of any Lender therewith,

            (a)   subjects any Lender or any applicable Lending Installation to
      any tax, duty, charge or withholding on or from payments due from the
      Borrower (excluding federal taxation of the overall net income of any
      Lender or applicable Lending Installation), or changes the basis of
      taxation of payments to any Lender in respect of its Loans or other
      amounts due it hereunder;

            (b)   imposes or increases or deems applicable any reserve,
      assessment, insurance charge, special deposit or similar requirements
      against assets of, deposits with or for the account of, or credit extended
      by, any Lender or any applicable Lending Installation (other than reserves
      and assessments taken into account in determining the Base Rate);

and the result of which is to increase the cost to any Lender of making, funding
or maintaining loans or reduces any amount receivable by any Lender or any
applicable Lending Installation in connection with loans, or requires any Lender
or any applicable Lending Installation to make any payment calculated by
reference to the amount of loans held or interest received by it, by an amount
deemed material by such Lender;

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender determines is attributable to making, funding and
maintaining its Loans and its Commitments. This covenant

                                       27



shall survive the termination of this Credit Agreement and the payment of the
Loans and all other amounts payable hereunder.

      3.10  WITHHOLDING TAX EXEMPTION.

      Each Lender that is not incorporated under the laws of the United States
of America or a state thereof shall:

            (a)   (i)   on or before the date of any payment by the Borrower
            under this Credit Agreement or Notes to such Lender, deliver to the
            Borrower and the Administrative Agent (A) two (2) duly completed
            copies of United States Internal Revenue Service Form 1001 or 4224,
            or successor applicable form, as the case may be, certifying that it
            is entitled to receive payments under this Credit Agreement and any
            Notes without deduction or withholding of any United States federal
            income taxes and (B) an Internal Revenue Service Form W-8 or W-9, or
            successor applicable form, as the case may be, certifying that it is
            entitled to an exemption from United States backup withholding tax;

                  (ii)  deliver to the Borrower and the Administrative Agent two
            (2) further copies of any such form or certification on or before
            the date that any such form or certification expires or becomes
            obsolete and after the occurrence of any event requiring a change in
            the most recent form previously delivered by it to the Borrower; and

                  (iii) obtain such extensions of time for filing and complete
            such forms or certifications as may reasonably be requested by the
            Borrower or the Administrative Agent; or

            (b)   in the case of any such Lender that is not a "bank" within the
      meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i)
      represent to the Borrower (for the benefit of the Borrower and the
      Administrative Agent) that it is not a bank within the meaning of Section
      881(c)(3)(A) of the Internal Revenue Code, (ii) agree to furnish to the
      Borrower on or before the date of any payment by the Borrower, with a copy
      to the Administrative Agent two (2) accurate and complete original signed
      copies of Internal Revenue Service Form W-8, or successor applicable form
      certifying to such Lender's legal entitlement at the date of such
      certificate to an exemption from U.S. withholding tax under the provisions
      of Section 881(c) of the Internal Revenue Code with respect to payments to
      be made under this Credit Agreement and any Notes (and to deliver to the
      Borrower and the Administrative Agent two (2) further copies of such form
      on or before the date it expires or becomes obsolete and after the
      occurrence of any event requiring a change in the most recently provided
      form and, if necessary, obtain any extensions of time reasonably requested
      by the Borrower or the Administrative Agent for filing and completing such
      forms), and (iii) agree, to the extent legally entitled to do so, upon
      reasonable request by the Borrower, to provide to the Borrower (for the
      benefit of the Borrower and the Administrative Agent) such other forms as
      may be reasonably required in order to establish the legal entitlement of
      such

                                       28



      Lender to an exemption from withholding with respect to payments under
      this Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent in either case. Each Person that shall
become a Lender or a participant of a Lender pursuant to subsection 10.3 shall,
upon the effectiveness of the related transfer, be required to provide all of
the forms, certifications and statements required pursuant to this subsection,
provided that in the case of a participant of a Lender the obligations of such
participant of a Lender pursuant to this Section 3.10 shall be determined as if
the participant of a Lender were a Lender except that such participant of a
Lender shall furnish all such required forms, certifications and statements to
the Lender from which the related participation shall have been purchased.

      3.11  INDEMNITY.

      The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement or (c) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect thereto. With
respect to Eurodollar Loans, such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of the applicable Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for herein (excluding, however, the
Applicable Percentage included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market. The covenants of the
Borrower set forth in this Section 3.11 shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

      3.12  PRO RATA TREATMENT.

      Except to the extent otherwise provided herein:

            (a)   Loans. Each Loan, each payment or prepayment of principal of
      any Loan, each payment of interest on the Loans, each payment of Facility
      Fees, each payment of Utilization Fees, each reduction of the Revolving
      Committed Amount and each conversion

                                       29



      or extension of any Loan, shall be allocated pro rata among the Lenders in
      accordance with the respective principal amounts of their outstanding
      Loans and Participation Interests. With respect to Competitive Loans, if
      the Borrower fails to specify the particular Competitive Loan or Loans as
      to which any payment or other amount should be applied and it is not
      otherwise clear as to the particular Competitive Loan or Loans to which
      such payment or other amounts relate, or any such payment or other amount
      is to be applied to Competitive Loans without regard to any such direction
      by the Borrower, then each payment or prepayment of principal on
      Competitive Loans and each payment of interest or other amount on or in
      respect of Competitive Loans, shall be allocated pro rata among the
      relevant Lenders of Competitive Loans in accordance with the then
      outstanding amounts of their respective Competitive Loans.

            (b)   Advances. Unless the Administrative Agent shall have been
      notified in writing by any Lender prior to a borrowing that such Lender
      will not make the amount that would constitute its ratable share of such
      borrowing available to the Administrative Agent, the Administrative Agent
      may assume that such Lender is making such amount available to the
      Administrative Agent, and the Administrative Agent may, in reliance upon
      such assumption, make available to the Borrower a corresponding amount. If
      such amount is not made available to the Administrative Agent by such
      Lender within the time period specified therefor hereunder, such Lender
      shall pay to the Administrative Agent, on demand, such amount with
      interest thereon at a rate equal to the Federal Funds Rate for the period
      until such Lender makes such amount immediately available to the
      Administrative Agent. A certificate of the Administrative Agent submitted
      to any Lender with respect to any amounts owing under this subsection
      shall be conclusive in the absence of manifest error.

      3.13  SHARING OF PAYMENTS.

      The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan or any other obligation owing to
such Lender under this Credit Agreement through the exercise of a right of
setoff, banker's lien or counterclaim, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, in excess of its pro rata share of such payment as provided for
in this Credit Agreement, such Lender shall promptly purchase from the other
Lenders a participation in such Loans and other obligations in such amounts, and
make such other adjustments from time to time, as shall be equitable to the end
that all Lenders share such payment in accordance with their respective ratable
shares as provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of a
participation theretofore sold, return its share of that benefit (together with
its share of any accrued interest payable with respect thereto) to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including setoff,
banker's lien or counterclaim,

                                       30



with respect to such participation as fully as if such Lender were a holder of
such Loan or other obligation in the amount of such participation. Except as
otherwise expressly provided in this Credit Agreement, if any Lender or the
Administrative Agent shall fail to remit to the Administrative Agent or any
other Lender an amount payable by such Lender or the Administrative Agent to the
Administrative Agent or such other Lender pursuant to this Credit Agreement on
the date when such amount is due, such payments shall be made together with
interest thereon for each date from the date such amount is due until the date
such amount is paid to the Administrative Agent or such other Lender at a rate
per annum equal to the Federal Funds Rate. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 3.13 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders under this Section 3.13 to share in
the benefits of any recovery on such secured claim.

      3.14  PAYMENTS, COMPUTATIONS, ETC.

            (a)   Except as otherwise specifically provided herein, all payments
      hereunder (other than payments in respect of Competitive Loans) shall be
      made to the Administrative Agent in dollars in immediately available
      funds, without offset, deduction, counterclaim or withholding of any kind,
      at the Administrative Agent's office specified in Schedule 2.1(a) not
      later than 4:00 P.M. on the date when due. Payments received after such
      time shall be deemed to have been received on the next succeeding Business
      Day. The Administrative Agent may (but shall not be obligated to) debit
      the amount of any such payment which is not made by such time to any
      ordinary deposit account of the Borrower maintained with the
      Administrative Agent (with notice to the Borrower). The Borrower shall, at
      the time it makes any payment under this Credit Agreement (other than
      payments in respect of Competitive Loans), specify to the Administrative
      Agent the Loans, Fees, interest or other amounts payable by the Borrower
      hereunder to which such payment is to be applied (and in the event that it
      fails so to specify, or if such application would be inconsistent with the
      terms hereof, the Administrative Agent shall distribute such payment to
      the Lenders in such manner as the Administrative Agent may determine to be
      appropriate in respect of obligations owing by the Borrower hereunder,
      subject to the terms of Section 3.12(a)). The Administrative Agent will
      distribute such payments to such Lenders, if any such payment is received
      prior to 12:00 Noon on a Business Day in like funds as received prior to
      the end of such Business Day and otherwise the Administrative Agent will
      distribute such payment to such Lenders on the next succeeding Business
      Day. All payments of principal and interest in respect of Competitive
      Loans shall be made in accordance with the terms of Section 2.2. Whenever
      any payment hereunder shall be stated to be due on a day which is not a
      Business Day, the due date thereof shall be extended to the next
      succeeding Business Day (subject to accrual of interest and Fees for the
      period of such extension), except that in the case of Eurodollar Loans, if
      the extension would cause the payment to be made in the next following
      calendar month, then such payment shall instead be made on the next
      preceding Business Day. Except as expressly provided otherwise herein, all
      computations of interest and fees shall be made on the basis of actual
      number of days elapsed over a year of 360 days, except with respect to
      computation of interest on Base Rate Loans which (unless the Base Rate is
      determined by reference to the Federal Funds Rate) shall be calculated
      based

                                       31



      on a year of 365 or 366 days, as appropriate. Interest shall accrue from
      and include the date of borrowing, but exclude the date of payment.

            (b)   Allocation of Payments After Event of Default. Notwithstanding
      any other provisions of this Credit Agreement to the contrary, after the
      occurrence and during the continuance of an Event of Default, all amounts
      collected or received by the Administrative Agent or any Lender on account
      of the Loans, Fees or any other amounts outstanding under any of the
      Credit Documents shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
            and expenses (including without limitation reasonable attorneys'
            fees) of the Administrative Agent in connection with enforcing the
            rights of the Lenders under the Credit Documents;

                  SECOND, to payment of any fees owed to the Administrative
            Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
            and expenses (including without limitation, reasonable attorneys'
            fees) of each of the Lenders in connection with enforcing its rights
            under the Credit Documents or otherwise with respect to amounts
            owing to such Lender;

                  FOURTH, to the payment of accrued fees and interest;

                  FIFTH, to the payment of the outstanding principal amount of
            the Loans;

                  SIXTH, to all other amounts and other obligations which shall
            have become due and payable under the Credit Documents or otherwise
            and not repaid pursuant to clauses "FIRST" through "FIFTH" above;
            and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
            be lawfully entitled to receive such surplus.

      In carrying out the foregoing, (i) amounts received shall be applied in
      the numerical order provided until exhausted prior to application to the
      next succeeding category; and (ii) each of the Lenders shall receive an
      amount equal to its pro rata share (based on the proportion that the then
      outstanding Loans held by such Lender bears to the aggregate then
      outstanding Loans) of amounts available to be applied pursuant to clauses
      "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

      3.15  EVIDENCE OF DEBT.

            (a)   Each Lender shall maintain an account or accounts evidencing
      each Loan made by such Lender to the Borrower from time to time, including
      the amounts of principal and interest payable and paid to such Lender from
      time to time under this Credit Agreement. Each Lender will make reasonable
      efforts to maintain the accuracy of its account or accounts and to
      promptly update its account or accounts from time to time, as necessary.

                                       32



            (b)   The Administrative Agent shall maintain the Register pursuant
      to Section 10.3(c) hereof, and a subaccount for each Lender, in which
      Register and subaccounts (taken together) shall be recorded (i) the
      amount, type and Interest Period of each such Loan hereunder, (ii) the
      amount of any principal or interest due and payable or to become due and
      payable to each Lender hereunder and (iii) the amount of any sum received
      by the Administrative Agent hereunder from or for the account of the
      Borrower and each Lender's share thereof. The Administrative Agent will
      make reasonable efforts to maintain the accuracy of the subaccounts
      referred to in the preceding sentence and to promptly update such
      subaccounts from time to time, as necessary.

            (c)   The entries made in the accounts, Register and subaccounts
      maintained pursuant to subsection (b) of this Section 3.15 (and, if
      consistent with the entries of the Administrative Agent, subsection (a))
      shall be prima facie, but not conclusive, evidence of the existence and
      amounts of the obligations of the Borrower therein recorded; provided,
      however, that the failure of any Lender or the Administrative Agent to
      maintain any such account, such Register or such subaccount, as
      applicable, or any error therein, shall not in any manner affect the
      obligation of the Borrower to repay the Loans made by such Lender in
      accordance with the terms hereof.

      3.16  REPLACEMENT OF LENDERS.

      In the event any Lender delivers to the Borrower any notice in accordance
with Sections 3.6, 3.8, 3.9 or 3.10, then the Borrower shall have the right, if
no Default or Event of Default then exists, to replace such Lender (the
"Replaced Lender") with one or more additional banks or financial institutions
(collectively, the "Replacement Lender"), provided that (A) at the time of any
replacement pursuant to this Section 3.16, the Replacement Lender shall enter
into one or more assignment agreements substantially in the form of Schedule
10.3(b) pursuant to, and in accordance with the terms of, Section 10.3(b) (and
with all fees payable pursuant to said Section 10.3(b) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire all
of the rights and obligations of the Replaced Lender hereunder and, in
connection therewith, shall pay to the Replaced Lender in respect thereof an
amount equal to the sum of (a) the principal of, and all accrued interest on,
all outstanding Loans of the Replaced Lender, and (b) all accrued, but
theretofore unpaid, fees owing to the Replaced Lender pursuant to Section
3.5(a), and (B) all obligations of the Borrower owing to the Replaced Lender
(including all obligations, if any, owing pursuant to Section 3.6, 3.8 or 3.9,
but excluding those obligations specifically described in clause (A) above in
respect of which the assignment purchase price has been, or is concurrently
being paid) shall be paid in full to such Replaced Lender concurrently with such
replacement.

                                       33



                                    SECTION 4

                                   CONDITIONS

      4.1   CLOSING CONDITIONS.

      The obligation of the Lenders to enter into this Credit Agreement and to
make the initial Loans shall be subject to satisfaction of the following
conditions (in form and substance acceptable to the Lenders):

            (a)   The Administrative Agent shall have received original
      counterparts of this Credit Agreement executed by each of the parties
      hereto;

            (b)   The Administrative Agent shall have received an appropriate
      original Revolving Note for each Lender requesting a Revolving Note,
      executed by the Borrower;

            (c)   The Administrative Agent shall have received an appropriate
      original Competitive Note for each Lender requesting a Competitive Note,
      executed by the Borrower;

            (d)   The Administrative Agent shall have received all documents it
      may reasonably request relating to the existence and good standing of the
      Borrower, the corporate or other necessary authority for and the validity
      of the Credit Documents, and any other matters relevant thereto, all in
      form and substance reasonably satisfactory to the Administrative Agent;

            (e)   The Administrative Agent shall have received a legal opinion
      of Harry L. Goldsmith, Esq., general counsel for the Borrower, dated as of
      the Closing Date and substantially in the form of Schedule 4.1(g);

            (f)   Since August 30, 2003 there shall not have occurred nor
      otherwise exist an event or condition which has a Material Adverse Effect;

            (g)   The Administrative Agent shall have received, for its own
      account and for the accounts of the Lenders, all fees and expenses
      required by this Credit Agreement or any other Credit Document to be paid
      on or before the Closing Date;

            (h)   The Administrative Agent shall have received evidence that all
      obligations due and owing under the Existing 364-Day Credit Agreement
      shall have been paid in full;

            (i)   The Administrative Agent shall have received evidence that the
      "Closing Date" under the Five-Year Credit Agreement shall have occurred
      simultaneously; and

            (j)   The Administrative Agent shall have received such other
      documents, agreements or information which may be reasonably requested by
      the Administrative Agent;

                                       34



      4.2   CONDITIONS TO ALL EXTENSIONS OF CREDIT.

      The obligations of each Lender to make, convert or extend any Loan
(including the initial Loans) are subject to satisfaction of the following
conditions in addition to satisfaction on the Closing Date of the conditions set
forth in Section 4.1:

            (a)   The Borrower shall have delivered, in the case of any
      Revolving Loan, an appropriate Notice of Borrowing or Notice of
      Extension/Conversion, as applicable;

            (b)   The representations and warranties set forth in Section 5
      shall be, subject to the limitations set forth therein, true and correct
      in all material respects as of such date (except for those which expressly
      relate to an earlier date);

            (c)   There shall not have been commenced against the Borrower an
      involuntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or any case, proceeding or other
      action for the appointment of a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or similar official) of the Borrower or for any
      substantial part of its Property or for the winding up or liquidation of
      its affairs, and such involuntary case or other case, proceeding or other
      action shall remain undismissed, undischarged or unbonded;

            (d)   No Default or Event of Default shall exist and be continuing
      either prior to or after giving effect thereto; and

            (e)   Immediately after giving effect to the making of such Loan
      (and the application of the proceeds thereof), the sum of the aggregate
      principal amount of outstanding Revolving Loans plus the aggregate
      principal amount of outstanding Competitive Loans shall not exceed the
      Revolving Committed Amount.

The delivery of each Notice of Borrowing and each Notice of Extension/Conversion
shall constitute a representation and warranty by the Borrower of the
correctness of the matters specified in subsections (b), (c), (d) and (e) above.
Notwithstanding the foregoing, the Borrower may not request any Loans hereunder
while a Change of Control Standstill Period shall be in effect pursuant to
Section 3.4(e) hereof.

                                       35


                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

      The Borrower hereby represents to the Administrative Agent and each Lender
that:

      5.1   FINANCIAL CONDITION.

      The audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as of August 30, 2003 and the audited consolidated
statements of earnings and statements of cash flows for the year ended August
30, 2003 have heretofore been furnished to each Lender. Such financial
statements (including the notes thereto) (a) have been audited by Ernst & Young
LLP, (b) have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby and (c) present fairly (on the basis
disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries as of such date and for such periods. During the
period from August 30, 2003 to and including the Closing Date, there has been no
sale, transfer or other disposition by the Borrower or any of its Subsidiaries
of any material part of the business or property of the Borrower and its
consolidated Subsidiaries, taken as a whole, and no purchase or other
acquisition by any of them of any business or property (including any capital
stock of any other person) material in relation to the consolidated financial
condition of the Borrower and its consolidated Subsidiaries, taken as a whole,
in each case, which, is not reflected in the foregoing financial statements or
in the notes thereto and has not otherwise been disclosed in writing to the
Lenders on or prior to the Closing Date. Since August 30, 2003, through and
including the Closing Date, there has not occurred an event or condition which
has had a Material Adverse Effect.

      5.2   ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

      Each of the Borrower and its Subsidiaries (a) is duly organized, validly
existing and is in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged, except to the extent that the failure to have such legal
right would not be reasonably expected to have a Material Adverse Effect, (c) is
duly qualified as a foreign entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, other than in such jurisdictions
where the failure to be so qualified and in good standing would not be
reasonably expected to have a Material Adverse Effect, and (d) is in compliance
with all material Requirements of Law, except to the extent that the failure to
comply therewith would not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.

                                       36


      5.3   POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

      The Borrower has the corporate or other necessary power and authority, and
the legal right, to make, deliver and perform the Credit Documents to which it
is a party, and in the case of the Borrower, to borrow hereunder, and has taken
all necessary corporate action to authorize the borrowings on the terms and
conditions of this Credit Agreement and to authorize the execution, delivery and
performance of the Credit Documents to which it is a party. No consent or
authorization of, filing with, notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of the Borrower in connection with the borrowings hereunder
or with the execution, delivery, performance, validity or enforceability of the
Credit Documents to which the Borrower is a party. This Credit Agreement has
been, and each other Credit Document to which the Borrower is a party will be,
duly executed and delivered on behalf of the Borrower. This Credit Agreement
constitutes, and each other Credit Document to which the Borrower is a party
when executed and delivered will constitute, a legal, valid and binding
obligation of the Borrower enforceable against such party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

      5.4   NO LEGAL BAR.

      The execution, delivery and performance of the Credit Documents by the
Borrower, the borrowings hereunder and the use of the proceeds thereof (a) will
not violate any Requirement of Law or contractual obligation of the Borrower or
any of its Subsidiaries in any respect that would reasonably be expected to have
a Material Adverse Effect, (b) will not result in, or require, the creation or
imposition of any Lien on any of the properties or revenues of any of the
Borrower or any of its Subsidiaries pursuant to any such Requirement of Law or
contractual obligation, and (c) will not violate or conflict with any provision
of the Borrower's articles of incorporation or by-laws.

      5.5   NO MATERIAL LITIGATION.

      Except as disclosed in Schedule 5.5, there are no actions, suits or
proceedings pending or, to the best knowledge of the Borrower, threatened
against or affecting the Borrower, any of its Subsidiaries or any of its
properties before any Governmental Authority that (a) could reasonably be
expected to have a Material Adverse Effect or (b) in any manner draw into
question the validity, legality or enforceability of any Credit Document or any
transaction contemplated thereby.

      5.6   NO DEFAULT.

      Neither the Borrower nor any of its Subsidiaries is in default under or
with respect to any of their contractual obligations in any respect which would
be reasonably expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

                                       37


      5.7   OWNERSHIP OF PROPERTY; LIENS.

      Each of the Borrower and its Subsidiaries has good record and marketable
title in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien, except for
Permitted Liens.

      5.8   NO BURDENSOME RESTRICTIONS.

      Except as previously disclosed in writing to the Lenders on or prior to
the Closing Date, no Requirement of Law or contractual obligation of the
Borrower or any of its Subsidiaries would be reasonably expected to have a
Material Adverse Effect.

      5.9   TAXES.

      Each of the Borrower and its Subsidiaries has filed or caused to be filed
all United States federal income tax returns and all other material tax returns
which, to the best knowledge of the Borrower, are required to be filed and has
paid (a) all taxes shown to be due and payable on said returns or (b) all taxes
shown to be due and payable on any assessments of which it has received notice
made against it or any of its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any (i) taxes, fees or other charges with respect to which the
failure to pay, in the aggregate, would not have a Material Adverse Effect or
(ii) taxes, fees or other charges the amount or validity of which are currently
being contested and with respect to which reserves in conformity with GAAP have
been provided on the books of such Person), and no tax Lien has been filed, and,
to the best knowledge of the Borrower, no claim is being asserted, with respect
to any such tax, fee or other charge.

      5.10  ERISA.

      Except as would not result in a Material Adverse Effect:

            (a) During the five-year period prior to the date on which this
      representation is made or deemed made: (i) no ERISA Event has occurred,
      and, to the best knowledge of the Borrower, no event or condition has
      occurred or exists as a result of which any ERISA Event could reasonably
      be expected to occur, with respect to any Plan; (ii) no "accumulated
      funding deficiency," as such term is defined in Section 302 of ERISA and
      Section 412 of the Code, whether or not waived, has occurred with respect
      to any Plan; (iii) each Single Employer Plan and, to the best knowledge of
      the Borrower, each Multiemployer Plan has been maintained, operated, and
      funded in compliance with its own terms and in material compliance with
      the provisions of ERISA, the Code, and any other applicable federal or
      state laws; and (iv) no lien in favor of the PBGC or a Plan has arisen or
      is reasonably likely to arise on account of any Plan.

            (b) The actuarial present value of all "benefit liabilities" (as
      defined in Section 4001(a)(16) of ERISA), whether or not vested, under
      each Single Employer Plan, as of the

                                       38


      last annual valuation date prior to the date on which this representation
      is made or deemed made (determined, in each case, utilizing the actuarial
      assumptions used in such Plan's most recent actuarial valuation report),
      did not exceed as of such valuation date the fair market value of the
      assets of such Plan.

            (c) Neither the Borrower, any of the Subsidiaries of the Borrower
      nor any ERISA Affiliate has incurred, or, to the best knowledge of the
      Borrower, could be reasonably expected to incur, any withdrawal liability
      under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither
      the Borrower, any of the Subsidiaries of the Borrower nor any ERISA
      Affiliate would become subject to any withdrawal liability under ERISA if
      the Borrower, any of the Subsidiaries of the Borrower or any ERISA
      Affiliate were to withdraw completely from all Multiemployer Plans and
      Multiple Employer Plans as of the valuation date most closely preceding
      the date on which this representation is made or deemed made. Neither the
      Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate
      has received any notification that any Multiemployer Plan is in
      reorganization (within the meaning of Section 4241 of ERISA), is insolvent
      (within the meaning of Section 4245 of ERISA), or has been terminated
      (within the meaning of Title IV of ERISA), and no Multiemployer Plan is,
      to the best knowledge of the Borrower, reasonably expected to be in
      reorganization, insolvent, or terminated.

            (d) No prohibited transaction (within the meaning of Section 406 of
      ERISA or Section 4975 of the Code) or breach of fiduciary responsibility
      has occurred with respect to a Plan which has subjected or may subject the
      Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate
      to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
      Section 4975 of the Code, or under any agreement or other instrument
      pursuant to which the Borrower, any of the Subsidiaries of the Borrower or
      any ERISA Affiliate has agreed or is required to indemnify any person
      against any such liability.

            (e) Neither the Borrower, any Subsidiary of the Borrower nor any
      ERISA Affiliates has any material liability with respect to "expected
      post-retirement benefit obligations" within the meaning of the Financial
      Accounting Standards Board Statement 106.

            (f) Neither the execution and delivery of this Credit Agreement nor
      the consummation of the financing transactions contemplated thereunder
      will involve any transaction which is subject to the prohibitions of
      Sections 404, 406 or 407 of ERISA or in connection with which a tax could
      be imposed pursuant to Section 4975 of the Code. The representation by the
      Borrower in the preceding sentence is made in reliance upon and subject to
      the accuracy of the Lenders' representation in Section 10.15 with respect
      to their source of funds and is subject, in the event that the source of
      the funds used by the Lenders in connection with this transaction is an
      insurance company's general asset account, to the application of
      Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),
      compliance with the regulations issued under Section 401(c)(1)(A) of
      ERISA, or the issuance of any other prohibited transaction exemption or
      similar relief, to the effect that assets in an insurance company's
      general asset account do not constitute assets of an

                                       39


      "employee benefit plan" within the meaning of Section 3(3) of ERISA of a
      "plan" within the meaning of Section 4975(e)(1) of the Code.

      5.11  GOVERNMENTAL REGULATIONS, ETC.

            (a) No part of the proceeds of the Loans will be used, directly or
      indirectly, for the purpose of purchasing or carrying any "margin stock"
      in violation of Regulation U. If requested by any Lender or the
      Administrative Agent, the Borrower will furnish to the Administrative
      Agent and each Lender a statement to the foregoing effect in conformity
      with the requirements of FR Form U-1 referred to in said Regulation U. No
      indebtedness being reduced or retired out of the proceeds of the Loans was
      or will be incurred for the purpose of purchasing or carrying any margin
      stock within the meaning of Regulation U or any "margin security" within
      the meaning of Regulation T. "Margin stock" within the meanings of
      Regulation U does not constitute more than 25% of the value of the
      consolidated assets of the Borrower and its Subsidiaries. None of the
      transactions contemplated by this Credit Agreement (including, without
      limitation, the direct or indirect use of the proceeds of the Loans) will
      violate or result in a violation of the Securities Act of 1933, as
      amended, or the Securities Exchange Act of 1934, as amended, or
      regulations issued pursuant thereto, or Regulation T, U or X.

            (b) Neither the Borrower nor any of its Subsidiaries is subject to
      regulation under the Public Utility Holding Company Act of 1935, the
      Federal Power Act or the Investment Company Act of 1940, each as amended.
      In addition, neither the Borrower nor any of its Subsidiaries is (i) an
      "investment company" registered or required to be registered under the
      Investment Company Act of 1940, as amended, and is not controlled by such
      a company, or (ii) a "holding company", or a "subsidiary company" of a
      "holding company", or an "affiliate" of a "holding company" or of a
      "subsidiary" of a "holding company", within the meaning of the Public
      Utility Holding Company Act of 1935, as amended.

            (c) Each of the Borrower and its Subsidiaries has obtained all
      licenses, permits, franchises or other governmental authorizations
      necessary to the ownership of its respective Property and to the conduct
      of its business, except where such failure could not reasonably be
      expected to have a Material Adverse Effect.

            (d) Neither the Borrower nor any of its Subsidiaries is in violation
      of any applicable statute, regulation or ordinance of the United States of
      America, or of any state, city, town, municipality, county or any other
      jurisdiction, or of any agency thereof (including without limitation,
      environmental laws and regulations), except where such violation could not
      reasonably be expected to have a Material Adverse Effect.

            (e) Each of the Borrower and its Subsidiaries is current with all
      material reports and documents, if any, required to be filed with any
      state or federal securities commission or similar agency and is in full
      compliance in all material respects with all applicable rules and
      regulations of such commissions, except where such failure could not
      reasonably be expected to have a Material Adverse Effect.

                                       40


      5.12  SUBSIDIARIES.

      Schedule 5.12 sets forth all the Subsidiaries of the Borrower at the
Closing Date, the jurisdiction of their organization and the direct or indirect
ownership interest of the Borrower therein.

      5.13  PURPOSE OF LOANS.

      The proceeds of the Loans hereunder shall be used solely by the Borrower
to (a) to refinance existing Indebtedness of the Borrower under existing credit
agreements, (b) repurchase stock in the Borrower, (c) to finance acquisitions to
the extent permitted under this Credit Agreement and (d) for the working
capital, commercial paper back up, capital expenditures and any other lawful
corporate purposes of the Borrower and its Subsidiaries.

      5.14  DISCLOSURE.

      No certificate (including any financial statements or other documents or
attached thereto) furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Credit Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                                    SECTION 6

                              AFFIRMATIVE COVENANTS

      The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

      6.1   INFORMATION COVENANTS.

      The Borrower will furnish, or cause to be furnished, to the Administrative
Agent and the Lenders:

            (a) Annual Financial Statements. As soon as available, and in any
      event within 100 days after the close of each fiscal year of the Borrower
      and its Subsidiaries, a consolidated balance sheet and income statement of
      the Borrower and its Subsidiaries, as of the end of such fiscal year,
      together with related consolidated statements of operations and retained
      earnings and of cash flows for such fiscal year, setting forth in
      comparative form consolidated figures for the preceding fiscal year, all
      such financial information described

                                       41


      above to be in reasonable form and detail and audited by Ernst & Young LLP
      (or independent certified public accountants of recognized national
      standing reasonably acceptable to the Administrative Agent) and whose
      opinion shall be to the effect that such financial statements have been
      prepared in accordance with GAAP (except for changes with which such
      accountants concur) and shall not be limited as to the scope of the audit
      or qualified as to the status of the Borrower and its Subsidiaries as a
      going concern.

            (b) Quarterly Financial Statements. As soon as available, and in any
      event within 50 days after the close of each fiscal quarter of the
      Borrower and its Subsidiaries (other than the fourth fiscal quarter, in
      which case 100 days after the end thereof) a consolidated balance sheet
      and income statement of the Borrower and its Subsidiaries, as of the end
      of such fiscal quarter, together with related consolidated statements of
      operations and retained earnings and of cash flows for such fiscal quarter
      in each case setting forth in comparative form consolidated figures for
      the corresponding period of the preceding fiscal year, all such financial
      information described above to be in reasonable form and detail and
      reasonably acceptable to the Administrative Agent, and accompanied by a
      certificate of a Financial Officer of the Borrower to the effect that such
      quarterly financial statements fairly present in all material respects the
      financial condition of the Borrower and its Subsidiaries and have been
      prepared in accordance with GAAP, subject to changes resulting from audit
      and normal year-end audit adjustments.

            (c) Officer's Certificate. At the time of delivery of the financial
      statements provided for in Sections 6.1(a) and 6.1(b) above, a certificate
      of a Financial Officer of the Borrower substantially in the form of
      Schedule 6.1(c), (i) demonstrating compliance with the financial covenants
      contained in Sections 6.10 and 6.11 by calculation thereof as of the end
      of each such fiscal period and (ii) stating that no Default or Event of
      Default exists, or if any Default or Event of Default does exist,
      specifying the nature and extent thereof and what action the Borrower
      proposes to take with respect thereto.

            (d) Reports. Promptly upon transmission or receipt thereof, (a)
      copies of any filings and registrations with, and reports to or from, the
      Securities and Exchange Commission, or any successor agency, and copies of
      all financial statements, proxy statements, notices and reports as the
      Borrower or any of its Subsidiaries shall send to its shareholders or to a
      holder of any Indebtedness owed by the Borrower or any of its Subsidiaries
      in its capacity as such a holder and (b) upon the request of the
      Administrative Agent, all reports and written information to and from the
      United States Environmental Protection Agency, or any state or local
      agency responsible for environmental matters, the United States
      Occupational Health and Safety Administration, or any state or local
      agency responsible for health and safety matters, or any successor
      agencies or authorities concerning environmental, health or safety
      matters.

            (e) Notices. Upon obtaining knowledge thereof, the Borrower will
      give written notice to the Administrative Agent immediately of (a) the
      occurrence of an event or condition consisting of a Default or Event of
      Default, specifying the nature and existence thereof and what action the
      Borrower propose to take with respect thereto, and (b) the

                                       42


      occurrence of any of the following with respect to the Borrower or any of
      its Subsidiaries (i) the pendency or commencement of any litigation,
      arbitral or governmental proceeding against such Person which if adversely
      determined is reasonably likely to have a Material Adverse Effect, (ii)
      the institution of any proceedings against such Person with respect to, or
      the receipt of notice by such Person of potential liability or
      responsibility for violation, or alleged violation of any federal, state
      or local law, rule or regulation, including but not limited to,
      Environmental Laws, the violation of which would likely have a Material
      Adverse Effect, or (iii) any notice or determination concerning the
      imposition of any withdrawal liability by a Multiemployer Plan against
      such Person or any ERISA Affiliate, the determination that a Multiemployer
      Plan is, or is expected to be, in reorganization within the meaning of
      Title IV of ERISA or the termination of any Plan.

            (f) ERISA. Upon obtaining knowledge thereof, the Borrower will give
      written notice to the Administrative Agent promptly (and in any event
      within five business days) of: (i) of any event or condition, including,
      but not limited to, any Reportable Event, that constitutes, or might
      reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer
      Plan, the receipt of notice as prescribed in ERISA or otherwise of any
      withdrawal liability assessed against the Borrower or any of its ERISA
      Affiliates, or of a determination that any Multiemployer Plan is in
      reorganization or insolvent (both within the meaning of Title IV of
      ERISA); (iii) the failure to make full payment on or before the due date
      (including extensions) thereof of all amounts which the Borrower, any of
      the Subsidiaries of the Borrower or any ERISA Affiliate is required to
      contribute to each Plan pursuant to its terms and as required to meet the
      minimum funding standard set forth in ERISA and the Code with respect
      thereto; or (iv) any change in the funding status of any Plan that
      reasonably could be expected to have a Material Adverse Effect, together
      with a description of any such event or condition or a copy of any such
      notice and a statement by a Financial Officer of the Borrower briefly
      setting forth the details regarding such event, condition, or notice, and
      the action, if any, which has been or is being taken or is proposed to be
      taken by the Borrower with respect thereto. Promptly upon request, the
      Borrower shall furnish the Administrative Agent and the Lenders with such
      additional information concerning any Plan as may be reasonably requested,
      including, but not limited to, copies of each annual report/return (Form
      5500 series), as well as all schedules and attachments thereto required to
      be filed with the Department of Labor and/or the Internal Revenue Service
      pursuant to ERISA and the Code, respectively, for each "plan year" (within
      the meaning of Section 3(39) of ERISA).

            (g) Change of Control; Reorganization. Upon obtaining knowledge
      thereof, the Borrower will promptly provide the Administrative Agent and
      the Lenders with (i) written notice of any actual or expected Change of
      Control or Reorganization, (ii) the circumstances and relevant facts
      regarding such Change of Control or Reorganization (including the
      information with respect to pro forma historical income, cash flow and
      capitalization, each after giving effect to such Change of Control or
      Reorganization, as the case may be), and (iii) such additional information
      and documents regarding such Change of Control or Reorganization as may be
      reasonably requested by the Administrative Agent and/or any Lender.

                                       43


            (h) Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Borrower or any of its Subsidiaries as the
      Administrative Agent or the Required Lenders may reasonably request.

      6.2   PRESERVATION OF EXISTENCE AND FRANCHISES.

      Except as would not result in a Material Adverse Effect, the Borrower
will, and will cause each of its Subsidiaries to, do all things necessary to
preserve and keep in full force and effect its existence, rights, franchises and
authority.

      6.3   BOOKS AND RECORDS.

      The Borrower will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

      6.4   COMPLIANCE WITH LAW.

      The Borrower will, and will cause each of its Subsidiaries to, comply with
all laws, rules, regulations and orders, and all applicable restrictions imposed
by all Governmental Authorities, applicable to it and its property if
noncompliance with any such law, rule, regulation, order or restriction would
have a Material Adverse Effect.

      6.5   PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

      Except as otherwise provided pursuant to the terms of the definition of
"Permitted Liens" set forth in Section 1.1, the Borrower will, and will cause
each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and
governmental charges or levies imposed upon it, or upon its income or profits,
or upon any of its properties, before they shall become delinquent, (b) all
lawful claims (including claims for labor, materials and supplies) which, if
unpaid, might give rise to a Lien upon any of its properties, and (c) except as
prohibited hereunder, all of its other Indebtedness as it shall become due.

      6.6   INSURANCE.

      The Borrower will, and will cause each of its Subsidiaries to, at all
times maintain in full force and effect insurance, which may include self
insurance, in such amounts and covering such risks as is consistent with sound
business practices and similarly situated corporations.

      6.7   MAINTENANCE OF PROPERTY.

      The Borrower will, and will cause each of its Subsidiaries to, maintain
and preserve its properties and equipment material to the conduct of its
business in good repair, working order and

                                       44


condition, normal wear and tear and casualty and condemnation excepted, and will
make, or cause to be made, in such properties and equipment from time to time
all repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the manner
customary for companies in similar businesses.

      6.8   USE OF PROCEEDS.

      The Borrower will use the proceeds of the Loans solely for the purposes
set forth in Section 5.13.

      6.9   AUDITS/INSPECTIONS.

      Upon reasonable notice and during normal business hours, the Borrower
will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Administrative Agent, including, without limitation,
independent accountants, agents, attorneys, and appraisers to visit and inspect
its property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees and
representatives of such Person.

      6.10  ADJUSTED DEBT TO EBITDAR RATIO.

      The Borrower shall cause the ratio of Consolidated Adjusted Debt to
Consolidated EBITDAR as of the last day of each fiscal quarter to be no greater
than 3.00 to 1.00.

      6.11  INTEREST COVERAGE RATIO.

      The Borrower shall cause the Consolidated Interest Coverage Ratio as of
the last day of each fiscal quarter to be no less than 2.50 to 1.0.

                                    SECTION 7

                               NEGATIVE COVENANTS

      The Borrower hereby covenants and agrees that, so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

      7.1   LIENS.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their Property, whether now owned or after acquired, except for Permitted
Liens.

                                       45


      7.2   NATURE OF BUSINESS.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
substantively alter the character or conduct of the business conducted by any
such Person as of the Closing Date.

      7.3   CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

      The Borrower will not, nor will it permit any of its Subsidiaries to:

            (a) except in connection with a disposition of assets permitted by
      the terms of subsection (c) below, dissolve, liquidate or wind up their
      affairs;

            (b) enter into any transaction of merger or consolidation; provided,
      however, that, so long as no Default or Event of Default would be directly
      or indirectly caused as a result thereof, (i) the Borrower may merge or
      consolidate with any of its Subsidiaries provided that the Borrower is the
      surviving corporation; (ii) any Subsidiary of the Borrower may merge or
      consolidate with any other Subsidiary of the Borrower; (iii) the Borrower
      or any of its Subsidiaries may merge or consolidate with any Person (other
      than the Borrower or any of its Subsidiaries) provided that (A) the
      Borrower or a Subsidiary of the Borrower is the surviving corporation and
      (B) after giving effect on a pro forma basis to such merger or
      consolidation, no Default or Event of Default would exist hereunder; and
      (iv) the Borrower may consummate the Reorganization pursuant to and in
      accordance with the provisions of the last paragraph of this Section 7.3.

            (c) sell, lease, transfer or otherwise dispose of Property owned by
      and material to the Borrower and its Subsidiaries, taken as a whole (other
      than any such sale, lease, transfer or other disposition by a Subsidiary
      of the Borrower to the Borrower or any other Subsidiary of the Borrower),
      provided, however, for the purposes of this subsection (c), sale-leaseback
      transactions entered into by the Borrower or its Subsidiaries shall not be
      deemed material to the Borrower and its Subsidiaries, taken as a whole to
      the extent the aggregate amount with respect to all such transactions
      entered into after the Closing Date does not exceed $500,000,000; and,
      provided further, the Borrower may consummate the Reorganization pursuant
      to and in accordance with the last paragraph of this Section 7.3; or

            (d) except as otherwise permitted by Section 7.3(a) or Section
      7.3(b), acquire all or any portion of the capital stock or securities of
      any other Person or purchase, lease or otherwise acquire (in a single
      transaction or a series of related transactions) all or any substantial
      part of the Property of any other Person; provided that (i) the Borrower
      or any of its Subsidiaries shall be permitted to make acquisitions of the
      type referred to in this Section 7.3(d), so long as such acquisitions are
      non-hostile and (ii) after giving effect on a pro forma basis to any such
      acquisition (including but not limited to any Indebtedness to be incurred
      or assumed by the Borrower or any of its Subsidiaries in connection
      therewith), no Default or Event of Default would exist hereunder.

                                       46


      Notwithstanding the foregoing, but subject to the following provisions of
this paragraph, the Borrower will be permitted to effect an internal
reorganization that will result in the AutoZone parent company changing its
state of incorporation from Nevada to Delaware and that will be accomplished
either by (i) the Borrower merging with and into a new wholly-owned Subsidiary
of the Borrower, which Subsidiary (x) will be incorporated in the state of
Delaware and the surviving corporation of such merger, (y) shall, as a result of
such merger, assume by operation of law all of the rights and obligations of the
Borrower under the Credit Agreement, and (z) shall, immediately after the
consummation of such merger, have management and controlling ownership
substantially similar to that of the Borrower immediately prior to the
consummation of such merger, or (ii) the Borrower becoming a wholly-owned
Subsidiary of a new holding company incorporated in the State of Delaware, the
outstanding capital stock of which holding company will be owned by the current
shareholders of the Borrower (either such transaction, the "Reorganization").
The Lenders hereby agree that the Borrower shall be permitted to consummate the
Reorganization so long as (i) the consummation of the Reorganization shall not
result in a material and adverse impact to the interests of the Administrative
Agent and/or the Lenders under the Credit Agreement and the Notes, and (ii)
after giving effect to the Reorganization, (A) the Borrower become a
wholly-owned subsidiary of a corporation organized in the State of Delaware and
(B) that the management and controlling ownership of such parent corporation
immediately after the consummation of the Reorganization be substantially
similar to that of the Borrower immediately prior to the consummation of the
Reorganization. The Borrower hereby agrees (i) to provide the Administrative
Agent and the Lenders with such additional information and documents related to
the Reorganization as may be reasonably requested by the Administrative Agent
and/or any Lender and (ii) to execute within a reasonable time after
consummation of the Reorganization (not to exceed sixty (60) days unless
otherwise agreed by the Administrative Agent) such appropriate amendments,
corporate authority documents and other supporting documents to or under the
Credit Agreement evidencing any changes made necessary by the consummation of
the Reorganization (including, without limitation, (x) in the event the Borrower
merges with and into a new wholly-owned Subsidiary of the Borrower, a legal
opinion of Borrower's counsel, in form and substance reasonably acceptable to
the Administrative Agent's legal counsel, addressing the enforceability of the
Credit Documents with respect to such surviving Subsidiary and (y) in the event
that the Borrower becomes a wholly-owned subsidiary of a new parent holding
company incorporated in Delaware, a guaranty by such new parent holding company
of the Borrower's obligations under the Credit Agreement) and such other changes
as may be mutually agreed to by the Borrower (or its successor, if applicable)
and the parties hereto, each in form and substance reasonably acceptable to the
Borrower (or its successor, if applicable), the Administrative Agent and the
Required Lenders. The Borrower acknowledges that the agreement of the Lenders
evidenced in this paragraph is given in reliance upon the foregoing conditions
and agreements and shall be deemed revoked if any such condition or agreement is
breached.

      7.4   FISCAL YEAR.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
change its fiscal year without first obtaining the written consent of the
Required Lenders (such consent not to be unreasonably withheld).

                                       47


      7.5   SUBSIDIARY INDEBTEDNESS.

      The Borrower will not permit any of its Subsidiaries to contract, create,
incur, assume or permit to exist any Indebtedness, except:

            (a) Indebtedness set forth on Schedule 7.5 (and any renewals,
      refinancings or extensions thereof on terms and conditions no more
      favorable, in the aggregate, to such creditor than such existing
      Indebtedness and in a principal amount not in excess of that outstanding
      as of the date of such renewal, refinancing or extension);

            (b) intercompany Indebtedness owed by a Subsidiary of the Borrower
      to the Borrower or to another wholly-owned Subsidiary of the Borrower;

            (c) Indebtedness of the Subsidiaries incurred after the Closing Date
      to provide all or a portion of the purchase price of short-lived assets
      (such as trucks and computer equipment) which may be treated as Capital
      Leases in accordance with GAAP in an aggregate amount not to exceed
      $50,000,000 in any fiscal year;

            (d) Indebtedness of the Subsidiaries incurred in connection with
      synthetic leases, tax retention operating leases, off-balance sheet loans
      or similar off-balance sheet financings in an aggregate amount not to
      exceed $150,000,000 in any two consecutive fiscal years;

            (e) Indebtedness of the Mexican Subsidiaries in an aggregate
      principal amount for all Mexican Subsidiaries not to exceed $150,000,000
      at any time outstanding; and

            (f) other Indebtedness in an aggregate principal amount not to
      exceed $25,000,000 at any time outstanding.

                                    SECTION 8

                                EVENTS OF DEFAULT

      8.1   EVENTS OF DEFAULT.

      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

            (a) Payment. The Borrower shall

                  (i) default in the payment when due of any principal of any of
            the Loans, or

                                       48


                  (ii) default, and such default shall continue for five (5) or
            more Business Days, in the payment when due of any interest on the
            Loans, or of any Fees or other amounts owing hereunder, under any of
            the other Credit Documents or in connection herewith or therewith;
            or

            (b) Representations. Any representation, warranty or statement made
      or deemed to be made by the Borrower herein, in any of the other Credit
      Documents, or in any statement or certificate delivered or required to be
      delivered pursuant hereto or thereto shall prove untrue in any material
      respect on the date as of which it was deemed to have been made; or

            (c) Covenants. The Borrower shall

                  (i) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 6.2, 6.8, 6.10, 6.11 or
            7.1 through 7.3, inclusive, and 7.5, or

                  (ii) default in the due performance of any term, covenant or
            agreement contained in Section 6.1 and such default shall continue
            unremedied for a period of at least 5 days after the earlier of a
            responsible officer of the Borrower becoming aware of such default
            or notice thereof by the Administrative Agent.

                  (iii) default in the due performance or observance by it of
            any term, covenant or agreement (other than those referred to in
            subsections (a), (b), (c)(i) or (c)(ii) of this Section 8.1)
            contained in this Credit Agreement and such default shall continue
            unremedied for a period of at least 30 days after the earlier of a
            responsible officer of the Borrower becoming aware of such default
            or notice thereof by the Administrative Agent; or

            (d) Bankruptcy, etc. Any Bankruptcy Event shall occur with respect
      to the Borrower or any of its Subsidiaries; or

            (e) Other Indebtedness. With respect to any Indebtedness (other than
      Indebtedness outstanding under this Credit Agreement or owing to the
      Borrower or any of its Subsidiaries) in excess of $35,000,000 in the
      aggregate for the Borrower and its Subsidiaries taken as a whole, (i) the
      Borrower or any of its Subsidiaries shall (A) default in any payment
      (beyond the applicable grace period with respect thereto, if any) with
      respect to any such Indebtedness, or (B) default in the observance or
      performance relating to such Indebtedness or contained in any instrument
      or agreement evidencing, securing or relating thereto, or any other event
      or condition shall occur or condition exist, the effect of which default
      or other event or condition is to cause, or permit, the holder or holders
      of such Indebtedness (or trustee or agent on behalf of such holders) to
      cause, any such Indebtedness to become due prior to

                                       49


      the applicable maturity date, but after the expiration of all applicable
      grace periods, and such Indebtedness shall not be repaid when due; or (ii)
      any such Indebtedness shall be declared due and payable, or required to be
      prepaid other than by a regularly scheduled required prepayment, prior to
      the stated maturity thereof and shall not be repaid when due; or

            (f) Judgments. One or more judgments or decrees shall be entered
      against the Borrower or any of its Subsidiaries involving a liability of
      $25,000,000 or more in the aggregate (to the extent not paid or covered by
      insurance) and any such judgments or decrees shall not have been vacated,
      discharged or stayed or bonded pending appeal within 30 days from the
      entry thereof or, if longer, within the applicable appeal period (but in
      no event for more than 90 days from the entry thereof); or

            (g) ERISA. Any of the following events or conditions, if such event
      or condition reasonably could be expected to have a Material Adverse
      Effect: (1) any "accumulated funding deficiency," as such term is defined
      in Section 302 of ERISA and Section 412 of the Code, whether or not
      waived, shall exist with respect to any Plan, or any lien shall arise on
      the assets of the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur
      with respect to a Single Employer Plan, which is, in the reasonable
      opinion of the Administrative Agent, likely to result in the termination
      of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall
      occur with respect to a Multiemployer Plan or Multiple Employer Plan,
      which is, in the reasonable opinion of the Administrative Agent, likely to
      result in (i) the termination of such Plan for purposes of Title IV of
      ERISA, or (ii) the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate incurring any liability in connection with a withdrawal from,
      reorganization of (within the meaning of Section 4241 of ERISA), or
      insolvency or (within the meaning of Section 4245 of ERISA) such Plan; or
      (4) any prohibited transaction (within the meaning of Section 406 of ERISA
      or Section 4975 of the Code) or breach of fiduciary responsibility shall
      occur which may subject the Borrower, any Subsidiary of the Borrower or
      any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
      502(l) of ERISA or Section 4975 of the Code, or under any agreement or
      other instrument pursuant to which the Borrower, any Subsidiary of the
      Borrower or any ERISA Affiliate has agreed or is required to indemnify any
      person against any such liability.

      8.2   ACCELERATION; REMEDIES.

      Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the Required Lenders
or cured to the satisfaction of the Required Lenders (pursuant to the voting
procedures in Section 10.6), the Administrative Agent shall, upon the request
and direction of the Required Lenders, by written notice to the Borrower take
any of the following actions:

                                       50


            (a) Termination of Commitments. Declare the Commitments terminated
      whereupon the Commitments shall be immediately terminated.

            (b) Acceleration. Declare the unpaid principal of and any accrued
      interest in respect of all Loans and any and all other indebtedness or
      obligations of any and every kind owing by the Borrower to the
      Administrative Agent and/or any of the Lenders hereunder to be due
      whereupon the same shall be immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by the Borrower.

            (c) Enforcement of Rights. Enforce any and all rights and interests
      created and existing under the Credit Documents and all rights of set-off.

      Notwithstanding the foregoing, if an Event of Default specified in Section
8.1(d) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued interest in respect thereof, all accrued and unpaid Fees and
other indebtedness or obligations owing to the Administrative Agent and/or any
of the Lenders hereunder automatically shall immediately become due and payable
without the giving of any notice or other action by the Administrative Agent or
the Lenders.

                                    SECTION 9

                                AGENCY PROVISIONS

      9.1   APPOINTMENT.

      Each Lender hereby designates and appoints Fleet National Bank as
Administrative Agent (in such capacity as Administrative Agent hereunder, the
"Administrative Agent") of such Lender to act as specified herein and the other
Credit Documents, and each such Lender hereby authorizes the Administrative
Agent as the agent for such Lender, to take such action on its behalf under the
provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere herein and in the other Credit Documents, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein and therein, or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Credit Agreement or any of the other Credit
Documents, or shall otherwise exist against the Administrative Agent. The
provisions of this Section are solely for the benefit of the Administrative
Agent and the Lenders and the Borrower shall have no rights as a third party
beneficiary of the provisions hereof. In performing its functions and duties
under this Credit Agreement and the other Credit Documents, the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency or trust with
or for the Borrower or any of its Affiliates.

                                       51


      9.2   DELEGATION OF DUTIES.

      The Administrative Agent may execute any of its respective duties
hereunder or under the other Credit Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties; provided that the use of any agents or
attorneys-in-fact shall not relieve the Administrative Agent of its duties
hereunder.

      9.3   EXCULPATORY PROVISIONS.

      The Administrative Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (b) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower contained herein or in any of
the other Credit Documents or in any certificate, report, document, financial
statement or other written or oral statement referred to or provided for in, or
received by the Administrative Agent under or in connection herewith or in
connection with the other Credit Documents, or enforceability or sufficiency
therefor of any of the other Credit Documents, or for any failure of the
Borrower to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Credit
Agreement, or any of the other Credit Documents or for any representations,
warranties, recitals or statements made herein or therein or made by the
Borrower in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by the Administrative Agent
to the Lenders or by or on behalf of the Borrower to the Administrative Agent or
any Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default or to
inspect the properties, books or records of the Borrower or any of its
Affiliates.

      9.4   RELIANCE ON COMMUNICATIONS.

      The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation reasonably believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower, independent accountants
and other experts selected by the Administrative Agent with reasonable care).
The Administrative Agent may deem and treat the Lenders as the owner of their
respective interests hereunder for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent in accordance with Section 10.3(b) hereof. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement or under any of the other Credit Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it

                                       52


shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder or under
any of the other Credit Documents in accordance with a request of the Required
Lenders (or to the extent specifically provided in Section 10.6, all the
Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns).

      9.5   NOTICE OF DEFAULT.

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to the Credit Document, describing such Default or Event of Default and stating
that such notice is a "notice of default." In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders.

      9.6   NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

      Each Lender expressly acknowledges that each of the Administrative Agent
and its officers, directors, employees, agents, attorneys-in-fact or affiliates
has not made any representations or warranties to it and that no act by the
Administrative Agent or any affiliate thereof hereinafter taken, including any
review of the affairs of the Borrower or any of its Affiliates, shall be deemed
to constitute any representation or warranty by the Administrative Agent to any
Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower or its Affiliates and made its own decision to
make its Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower and its
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
assets, property, financial or other conditions, prospects or creditworthiness
of the Borrower or any of its Affiliates which may come into the possession of
the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

                                       53


      9.7   INDEMNIFICATION.

      The Lenders agree to indemnify the Administrative Agent in its capacity as
such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitments (or if the Commitments have expired or been terminated, in
accordance with the respective principal amounts of outstanding Loans and
Participation Interests of the Lenders), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the final payment of all of
the obligations of the Borrower hereunder and under the other Credit Documents)
be imposed on, incurred by or asserted against the Administrative Agent in its
capacity as such in any way relating to or arising out of this Credit Agreement
or the other Credit Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Administrative Agent. If any
indemnity furnished to the Administrative Agent for any purpose shall, in the
opinion of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section shall survive the repayment of the
Loans and other obligations under the Credit Documents and the termination of
the Commitments hereunder.

      9.8   ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

      The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower,
its Subsidiaries or their respective Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to the Loans
made by and all obligations of the Borrower hereunder and under the other Credit
Documents, the Administrative Agent shall have the same rights and powers under
this Credit Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender" and "Lenders" shall include
the Administrative Agent in its individual capacity.

      9.9   SUCCESSOR ADMINISTRATIVE AGENT.

      The Administrative Agent may, at any time, resign upon 20 days' written
notice to the Lenders, and may be removed, upon show of cause, by the Required
Lenders upon 30 days' written notice to the Administrative Agent. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent; provided that, so long as no Default or Event of
Default has occurred and is continuing, such successor Administrative Agent
shall be reasonably acceptable to the Borrower. If no successor Administrative
Agent shall have been so appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the notice of resignation or
notice of removal, as appropriate, then the retiring

                                       54


Administrative Agent shall select a successor Administrative Agent provided such
successor is a Lender hereunder or a commercial bank organized under the laws of
the United States of America or of any State thereof and has a combined capital
and surplus of at least $400,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as
Administrative Agent, as appropriate, under this Credit Agreement and the other
Credit Documents and the provisions of this Section 9 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Credit Agreement.

      9.10  SYNDICATION AGENT.

      The Syndication Agent, in its capacity as such, shall have no rights,
powers, duties or obligations under this Credit Agreement or any of the other
Credit Documents.

                                   SECTION 10

                                  MISCELLANEOUS

      10.1  NOTICES.

      Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted and received (by confirmation of receipt) via
telecopy (or other facsimile device) to the number set out below, (iii) the day
on which the same has been delivered by a reputable national overnight air
courier service to the addressee, or (iv) the day on which the same is delivered
to the addressee or delivery refused by the addressee by certified or registered
mail, postage prepaid, in each case to the respective parties at the address, in
the case of the Borrower and the Administrative Agent, set forth below, and, in
the case of the Lenders, set forth on Schedule 2.1(a), or at such other address
as such party may specify by written notice to the other parties hereto:

            if to the Borrower:

                  AutoZone, Inc.
                  123 South Front Street
                  Memphis, TN  38103
                  Attn:  Chief Financial Officer
                  Telephone: (901) 495-7897
                  Telecopy:  (901) 495-8317

            with a copy to the Treasurer and to the General Counsel for the
            Borrower at the same address;

                                       55


            if to the Administrative Agent:

                  Fleet National Bank
                  Agency Services
                  1633 Broadway, 28th Floor
                  NYEH52628
                  New York, NY 10019
                  Attn: Brenda Barnett
                  Telephone:  314-465-6658
                  Telecopy:  314-465-6450

                  with a copy to:

                  Fleet National Bank
                  MADE10510A
                  40 Broad Street
                  Boston, MA  02109
                  Attn: Alexis MacElhiney, Vice President
                  Telephone: (617) 434-3817
                  Telecopy:  (617) 434-6685

      10.2  RIGHT OF SET-OFF.

      In addition to any rights now or hereafter granted under applicable law,
and not by way of limitation of any such rights, upon the occurrence of an Event
of Default, each Lender is authorized at any time and from time to time, without
presentment, demand, protest or other notice of any kind (all of which rights
being hereby expressly waived), to set-off and to appropriate and apply any and
all deposits (general or special) and any other indebtedness at any time held or
owing by such Lender (including, without limitation, branches, agencies or
Affiliates of such Lender wherever located) to or for the credit or the account
of the Borrower against obligations and liabilities of such Person to such
Lender hereunder, under the Notes or the other Credit Documents, irrespective of
whether such Lender shall have made any demand hereunder and although such
obligations, liabilities or claims, or any of them, may be contingent or
unmatured, and any such set-off shall be deemed to have been made immediately
upon the occurrence of an Event of Default even though such charge is made or
entered on the books of such Lender subsequent thereto. Any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Section 3.13 or
Section 10.3(d) may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

      10.3  BENEFIT OF AGREEMENT.

            (a) Generally. This Credit Agreement shall be binding upon and inure
      to the benefit of and be enforceable by the respective successors and
      assigns of the parties hereto; provided that the Borrower may not assign
      or transfer any of its interests without prior written consent of the
      Lenders other than in connection with a Reorganization permitted by

                                       56


      Section 7.03 hereof; provided further that the rights of each Lender to
      transfer, assign or grant participations in its rights and/or obligations
      hereunder shall be limited as set forth in this Section 10.3, provided
      however that nothing herein shall prevent or prohibit any Lender from (i)
      pledging its Loans hereunder to a Federal Reserve Bank in support of
      borrowings made by such Lender from such Federal Reserve Bank, or (ii)
      granting assignments or selling participations in such Lender's Loans
      and/or Commitments hereunder to its parent company and/or to any Affiliate
      or Subsidiary of such Lender.

            (b) Assignments. Each Lender may assign all or a portion of its
      rights and obligations hereunder, pursuant to an assignment agreement
      substantially in the form of Schedule 10.3(b), to (i) any Lender or any
      Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank,
      financial institution or "accredited investor" (as defined in Regulation D
      of the Securities and Exchange Commission) that is reasonably acceptable
      to the Administrative Agent and, so long as no Default or Event of Default
      has occurred and is continuing, is reasonably acceptable to the Borrower;
      provided that (i) any such assignment (other than any assignment to an
      existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or,
      if less, the remaining amount of the Commitment being assigned by such
      Lender) of the Commitments and in integral multiples of $1,000,000 above
      such amount and (ii) so long as no Event of Default has occurred and is
      continuing, no Lender shall assign more than 50% of such Lender's original
      aggregate Commitments without the written consent of the Borrower, such
      consent not to be unreasonably withheld. Any assignment hereunder shall be
      effective upon delivery to the Administrative Agent of written notice of
      the assignment together with a transfer fee of $3,500 payable to the
      Administrative Agent for its own account from and after the later of (i)
      the effective date specified in the applicable assignment agreement and
      (ii) the date of recording of such assignment in the Register pursuant to
      the terms of subsection (c) below. The assigning Lender will give prompt
      notice to the Administrative Agent and the Borrower of any such
      assignment. Upon the effectiveness of any such assignment (and after
      notice to, and (to the extent required pursuant to the terms hereof), with
      the consent of, the Borrower as provided herein), the assignee shall
      become a "Lender" for all purposes of this Credit Agreement and the other
      Credit Documents and, to the extent of such assignment, the assigning
      Lender shall be relieved of its obligations hereunder to the extent of the
      Loans and Commitment components being assigned. Along such lines the
      Borrower agrees that upon notice of any such assignment and surrender of
      the appropriate Note or Notes, it will promptly provide to the assigning
      Lender and to the assignee separate promissory notes in the amount of
      their respective interests substantially in the form of the original Note
      (but with notation thereon that it is given in substitution for and
      replacement of the original Note or any replacement notes thereof). By
      executing and delivering an assignment agreement in accordance with this
      Section 10.3(b), the assigning Lender thereunder and the assignee
      thereunder shall be deemed to confirm to and agree with each other and the
      other parties hereto as follows: (i) such assigning Lender warrants that
      it is the legal and beneficial owner of the interest being assigned
      thereby free and clear of any adverse claim; (ii) except as set forth in
      clause (i) above, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Credit
      Agreement, any of the other Credit Documents or any other

                                       57


      instrument or document furnished pursuant hereto or thereto, or the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value of this Credit Agreement, any of the other Credit Documents or any
      other instrument or document furnished pursuant hereto or thereto or the
      financial condition of the Borrower or any of its respective Affiliates or
      the performance or observance by the Borrower of any of its obligations
      under this Credit Agreement, any of the other Credit Documents or any
      other instrument or document furnished pursuant hereto or thereto; (iii)
      such assignee represents and warrants that it is legally authorized to
      enter into such assignment agreement; (iv) such assignee confirms that it
      has received a copy of this Credit Agreement, the other Credit Documents
      and such other documents and information as it has deemed appropriate to
      make its own credit analysis and decision to enter into such assignment
      agreement; (v) such assignee will independently and without reliance upon
      the Administrative Agent, such assigning Lender or any other Lender, and
      based on such documents and information as it shall deem appropriate at
      the time, continue to make its own credit decisions in taking or not
      taking action under this Credit Agreement and the other Credit Documents;
      (vi) such assignee appoints and authorizes the Administrative Agent to
      take such action on its behalf and to exercise such powers under this
      Credit Agreement or any other Credit Document as are delegated to the
      Administrative Agent by the terms hereof or thereof, together with such
      powers as are reasonably incidental thereto; and (vii) such assignee
      agrees that it will perform in accordance with their terms all the
      obligations which by the terms of this Credit Agreement and the other
      Credit Documents are required to be performed by it as a Lender. If the
      assignee is not a United States person under Section 7701(a)(30) of the
      Code, it shall deliver to the Borrower and the Administrative Agent a
      valid certification as to exemption from deduction or withholding of taxes
      in accordance with Section 3.10.

            (c) Maintenance of Register. The Administrative Agent shall maintain
      at one of its offices in Boston, Massachusetts (i) a copy of each Lender
      assignment agreement delivered to it in accordance with the terms of
      subsection (b) above and (ii) a register for the recordation of the
      identity of the principal amount, type and Interest Period of each Loan
      outstanding hereunder, the names, addresses and the Commitments of the
      Lenders pursuant to the terms hereof from time to time (the "Register").
      The Administrative Agent will make reasonable efforts to maintain the
      accuracy of the Register and to promptly update the Register from time to
      time, as necessary. The Register shall be prima facie, but not conclusive,
      evidence of the information contained therein and the Borrower, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Credit Agreement. The Register shall be
      available for inspection by the Borrower and each Lender, at any
      reasonable time and from time to time upon reasonable prior notice.

            (d) Participations. Each Lender may sell, transfer, grant or assign
      participations in all or any part of such Lender's interests and
      obligations hereunder; provided that (i) such selling Lender shall remain
      a "Lender" for all purposes under this Credit Agreement (such selling
      Lender's obligations under the Credit Documents remaining unchanged) and
      the participant shall not constitute a Lender hereunder, (ii) no such
      participant shall have, or be granted, rights to approve any amendment or
      waiver relating to this Credit Agreement or the

                                       58


      other Credit Documents except to the extent any such amendment or waiver
      would (A) reduce the principal of or rate of interest on or Fees in
      respect of any Loans in which the participant is participating or (B)
      postpone the date fixed for any payment of principal (including extension
      of the Termination Date or the date of any mandatory prepayment), interest
      or Fees in which the participant is participating, and (iii)
      sub-participations by the participant (except to an affiliate, parent
      company or affiliate of a parent company of the participant) shall be
      prohibited. In the case of any such participation, the participant shall
      not have any rights under this Credit Agreement or the other Credit
      Documents (the participant's rights against the selling Lender in respect
      of such participation to be those set forth in the participation agreement
      with such Lender creating such participation) and all amounts payable by
      the Borrower hereunder shall be determined as if such Lender had not sold
      such participation, provided, however, that such participant shall be
      entitled to receive additional amounts under Sections 3.6, 3.9 and 3.11 on
      the same basis as if it were a Lender provided that it shall not be
      entitled to receive any more than the selling Lender would have received
      had it not sold the participation.

            (e) Designation.

                  (i) Notwithstanding anything to the contrary contained herein,
            any Lender (a "Designating Lender") may grant to one or more special
            purpose funding vehicles (each, an "SPV"), identified as such in
            writing from time to time by the Designating Lender to the
            Administrative Agent and the Borrower, the option to provide to the
            Borrower all or any part of any Loan that such Designating Lender
            would otherwise be obligated to make to the Borrower pursuant to
            this Credit Agreement; provided that (I) nothing herein shall
            constitute a commitment by any SPV to make any Loan, (II) if an SPV
            elects not to exercise such option or otherwise fails to provide all
            or any part of such Loan, the Designating Lender shall be obligated
            to make such Loan pursuant to the terms hereof, (III) the
            Designating Lender shall remain liable for any indemnity or other
            payment obligation with respect to its Commitment hereunder and (IV)
            each such SPV would satisfy the requirements of Section 3.10 if such
            SPV was a Lender hereunder. The making of a Loan by an SPV hereunder
            shall utilize the Commitment of the Designating Lender to the same
            extent, and as if, such Loan were made by such Designating Lender.

                  (ii) As to any Loans or portion thereof made by it, each SPV
            shall have all the rights that a Lender making such Loans or portion
            thereof would have had under this Credit Agreement; provided,
            however that each SPV shall have granted to its Designating Lender
            an irrevocable power of attorney, to deliver and receive all
            communications and notices under this Credit Agreement (and any
            related documents) and to exercise on such SPV's behalf, all of such
            SPV's voting rights under this Credit Agreement. No additional Note
            shall be required to evidence the Loans or portion thereof made by
            an SPV; and the related Designating Lender shall be deemed to hold
            its Note as agent for such SPV to the extent of the Loans

                                       59


            or portion thereof funded by such SPV. In addition, any payments for
            the account of any SPV shall be paid to its Designating Lender as
            agent for such SPV.

                  (iii) Each party hereto hereby agrees that no SPV shall be
            liable for any indemnity or payment under this Credit Agreement for
            which a Lender would otherwise be liable for so long as, and to the
            extent, the Designating Lender provides such indemnity or makes such
            payment. In furtherance of the foregoing, each party hereto hereby
            agrees (which agreement shall survive the termination of this Credit
            Agreement) that, prior to the date that is one year and one day
            after the payment in full of all outstanding prior indebtedness of
            any SPV, it will not institute against, or join any other person in
            instituting against, such SPV any bankruptcy, reorganization,
            arrangement, insolvency or liquidation proceedings or similar
            proceedings under the laws of the United States or any State
            thereof.

                  (iv) In addition, notwithstanding anything to the contrary
            contained in this Section 10.3 or otherwise in this Credit
            Agreement, any SPV may (I) at any time and without paying any
            processing fee therefor, assign or participate all or a portion of
            its interest in any Loans to the Designating Lender (or to any other
            SPV of such Designating Lender) or to any financial institutions
            providing liquidity and/or credit support to or for the account of
            such SPV to support the funding or maintenance of Loans and (II)
            disclose on a confidential basis any non-public information relating
            to its Loans to any rating agency, commercial paper dealer or
            provider of any surety, guarantee or credit or liquidity
            enhancements to such SPV. This Section 10.3 may not be amended
            without the written consent of any Designating Lender affected
            thereby.

      10.4  NO WAIVER; REMEDIES CUMULATIVE.

      No failure or delay on the part of the Administrative Agent or any Lender
in exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Administrative Agent or any Lender
and the Borrower shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein are cumulative and not exclusive of any rights or
remedies which the Administrative Agent or any Lender would otherwise have. No
notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders to
any other or further action in any circumstances without notice or demand.

      10.5  PAYMENT OF EXPENSES, ETC.

      The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and
expenses (i) of the Administrative Agent in connection with the negotiation,
preparation, execution and delivery and administration of this Credit Agreement
and the other Credit Documents and the documents and

                                       60


instruments referred to therein (including, subject to any agreed upon
limitations, the reasonable fees and expenses of Moore & Van Allen, PLLC,
special counsel to the Administrative Agent and non-duplicative allocated costs
of internal counsel) and any amendment, waiver or consent relating hereto and
thereto including, but not limited to, any such amendments, waivers or consents
resulting from or related to any work-out, renegotiation or restructure relating
to the performance by the Borrower under this Credit Agreement and (ii) of the
Administrative Agent and the Lenders in connection with enforcement of the
Credit Documents and the documents and instruments referred to therein
(including, without limitation, in connection with any such enforcement, the
reasonable fees and disbursements of counsel (including non-duplicative
allocated costs of internal counsel) for the Administrative Agent and each of
the Lenders); (b) pay and hold each of the Lenders harmless from and against any
and all future stamp and other similar taxes with respect to the foregoing
matters and save each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to such Lender) to pay such taxes; and (c) indemnify
each Lender, its officers, directors, employees, representatives, agents and
Affiliates from and hold each of them harmless against any and all losses,
liabilities, claims, damages or expenses incurred by any of them as a result of,
or arising out of, or in any way related to, or by reason of (i) any
investigation, litigation or other proceeding (whether or not any Lender is a
party thereto, but excluding any investigation initiated by the Person seeking
indemnification hereunder) related to the entering into and/or performance of
any Credit Document or the use of proceeds of any Loans (including other
extensions of credit) hereunder or the consummation of any other transactions
contemplated in any Credit Document, including, without limitation, the
reasonable fees and disbursements of counsel (including non-duplicative
allocated costs of internal counsel) incurred in connection with any such
investigation, litigation or other proceeding or (ii) the presence or Release of
any Materials of Environmental Concern at, under or from any Property owned,
operated or leased by the Borrower or any of its Subsidiaries, or the failure by
the Borrower or any of its Subsidiaries to comply with any Environmental Law
(but excluding, in the case of either of clause (i) or (ii) above, any such
losses, liabilities, claims, damages or expenses to the extent (A) incurred by
reason of gross negligence or willful misconduct on the part of the Person to be
indemnified, (B) owing to the Borrower or (C) owing to another Person entitled
to indemnification hereunder). In no event shall the Administrative Agent or any
Lender be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Credit Agreement, nor
shall any the Administrative Agent or any Lender have any liability for any
indirect or consequential damages relating to this Credit Agreement or any other
Credit Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date).

      10.6  AMENDMENTS, WAIVERS AND CONSENTS.

      Neither this Credit Agreement nor any other Credit Document nor any of the
terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower, provided, however, that:

                                       61


            (a) no such amendment, change, waiver, discharge or termination
      shall, without the consent of each Lender directly affected thereby, (i)
      reduce the rate or extend the time of payment of interest (other than as a
      result of (x) waiving the applicability of any post-default increase in
      interest rates or (y) an amendment approved by the Required Lenders as set
      forth in the definition of "Applicable Percentage" following the
      withdrawal by S&P and Moody's of their ratings on the Borrower's senior
      unsecured (non-credit enhanced) long term debt) on any Loan or fees
      hereunder, (ii) reduce the rate or extend the time of payment of any fees
      owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B)
      the final maturity of any Loan, or any portion thereof, or (iv) reduce the
      principal amount on any Loan;

            (b) no such amendment, change, waiver, discharge or termination
      shall, without the consent of each Lender directly affected thereby, (i)
      except as otherwise permitted under Section 3.4(c) or 3.4(f), increase the
      Commitments of the Lenders over the amount thereof in effect (it being
      understood and agreed that a waiver of any Default or Event of Default
      shall not constitute a change in the terms of any Commitment of any
      Lender), (ii) amend, modify or waive any provision of this Section 10.6 or
      Section 3.6, 3.10, 3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or 10.9,
      (iii) reduce or increase any percentage specified in, or otherwise modify,
      the definition of "Required Lenders," or (iv) consent to the assignment or
      transfer by the Borrower of any of its rights and obligations under (or in
      respect of) the Credit Documents to which it is a party;

            (c) no provision of Section 9 may be amended without the consent of
      the Administrative Agent; and

            (d) designation of the Master Account or of any Financial Officer
      may not be made without the written consent of at least two Financial
      Officers of the Borrower.

      10.7  COUNTERPARTS.

      This Credit Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart.

      10.8  HEADINGS.

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

      10.9  SURVIVAL.

      All indemnities set forth herein, including, without limitation, in
Section 3.9, 3.11, 9.7 or 10.5 shall survive the execution and delivery of this
Credit Agreement, the making of the Loans, the repayment of the Loans and other
obligations under the Credit Documents and the termination of

                                       62


the Commitments hereunder, and all representations and warranties made by the
Borrower herein shall survive delivery of the Notes and the making of the Loans
hereunder.

      10.10 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

            (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
      RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
      GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
      THE STATE OF NEW YORK. Any legal action or proceeding with respect to this
      Credit Agreement or any other Credit Document may be brought in the courts
      of the State of New York in New York County, or of the United States for
      the Southern District of New York, and, by execution and delivery of this
      Credit Agreement, the Borrower hereby irrevocably accepts for itself and
      in respect of its property, generally and unconditionally, the
      nonexclusive jurisdiction of such courts. The Borrower further irrevocably
      consents to the service of process out of any of the aforementioned courts
      in any such action or proceeding by the mailing of copies thereof by
      registered or certified mail, postage prepaid, to it at the address set
      out for notices pursuant to Section 10.1, such service to become effective
      three (3) days after such mailing. Nothing herein shall affect the right
      of the Administrative Agent to serve process in any other manner permitted
      by law or to commence legal proceedings or to otherwise proceed against
      the Borrower in any other jurisdiction.

            (b) The Borrower hereby irrevocably waives any objection which it
      may now or hereafter have to the laying of venue of any of the aforesaid
      actions or proceedings arising out of or in connection with this Credit
      Agreement or any other Credit Document brought in the courts referred to
      in subsection (a) hereof and hereby further irrevocably waives and agrees
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in an inconvenient forum.

            (c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE
      AGENT, THE LENDERS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
      TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
      RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR
      THE TRANSACTIONS CONTEMPLATED HEREBY.

      10.11 SEVERABILITY.

      If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

                                       63


      10.12 ENTIRETY.

      This Credit Agreement together with the other Credit Documents represent
the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.

      10.13 BINDING EFFECT; AMENDMENT AND RESTATEMENT OF EXISTING 364-DAY CREDIT
            AGREEMENT; TERMINATION.

            (a) This Credit Agreement shall become effective at such time on or
      after the Closing Date when it shall have been executed by the Borrower
      and the Administrative Agent, and the Administrative Agent shall have
      received copies hereof (telefaxed or otherwise) which, when taken
      together, bear the signatures of each Lender, and thereafter this Credit
      Agreement shall be binding upon and inure to the benefit of the Borrower,
      the Administrative Agent and each Lender and their respective successors
      and assigns. The Borrower, the Administrative Agent and the Lenders hereby
      agree that at such time as this Credit Agreement shall have become
      effective pursuant to the terms of the first sentence of this Section
      10.13(a), (i) the Existing 364-Day Credit Agreement automatically shall be
      deemed amended and restated in its entirety by this Credit Agreement and
      (ii) all of the promissory notes executed in connection with the Existing
      364-Day Credit Agreement automatically shall be substituted and replaced
      by the promissory notes executed in connection with this Credit Agreement,
      and the lenders under the Existing 364-Day Credit Agreement holding such
      notes agree to promptly return such prior notes to the Borrower marked
      "cancelled".

            (b) The term of this Credit Agreement shall be until no Loans or any
      other amounts payable hereunder or under any of the other Credit Documents
      shall remain outstanding and until all of the Commitments hereunder shall
      have expired or been terminated.

      10.14 CONFIDENTIALITY.

      The Administrative Agent and the Lenders agree to keep confidential (and
to cause their respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Administrative Agent or any such Lender by or on behalf of the
Borrower (whether before or after the Closing Date) which relates to the
Borrower or any of its Subsidiaries (the "Information"). Notwithstanding the
foregoing, the Administrative Agent and each Lender shall be permitted to
disclose Information (i) to its affiliates, officers, directors, employees,
agents and representatives in connection with its participation in any of the
transactions evidenced by this Credit Agreement or any other Credit Documents or
the administration of this Credit Agreement or any other Credit Documents; (ii)
to the extent required by applicable laws and regulations or by any subpoena or
similar legal process, or requested by any Governmental Authority; (iii) to the
extent such Information (A) becomes publicly available other than as a result of
a breach of this Credit Agreement or any agreement entered into pursuant to

                                       64


clause (iv) below, (B) becomes available to the Administrative Agent or such
Lender on a non-confidential basis from a source other than the Borrower or (C)
was available to the Administrative Agent or such Lender on a non-confidential
basis prior to its disclosure to the Administrative Agent or such Lender by the
Borrower; (iv) to any actual or prospective assignee, participant or
counterparty (or its advisors) to any swap, hedge, securitization or derivative
transaction relating to any of its rights or obligations under this Agreement or
relating to the Borrower and its obligations so long as such actual or
prospective assignee, participant or counterparty (or its advisor) first
specifically agrees in a writing furnished to and for the benefit of the
Borrower to be bound by that terms of this Section 10.14; (v) to the extent
required in connection with the exercise of remedies under this Credit Agreement
or any other Credit Documents; or (vi) to the extent that the Borrower shall
have consented in writing to such disclosure. Nothing set forth in this Section
10.14 shall obligate the Administrative Agent or any Lender to return any
materials furnished by the Borrower.

      10.15 SOURCE OF FUNDS.

      Each of the Lenders hereby represents and warrants to the Borrower that at
least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

            (a) no part of such funds constitutes assets allocated to any
      separate account maintained by such Lender in which any employee benefit
      plan (or its related trust) has any interest;

            (b) to the extent that any part of such funds constitutes assets
      allocated to any separate account maintained by such Lender, such Lender
      has disclosed to the Borrower the name of each employee benefit plan whose
      assets in such account exceed 10% of the total assets of such account as
      of the date of such purchase (and, for purposes of this subsection (b),
      all employee benefit plans maintained by the same employer or employee
      organization are deemed to be a single plan);

            (c) to the extent that any part of such funds constitutes assets of
      an insurance company's general account, such insurance company has
      complied with all of the requirements of the regulations issued under
      Section 401(c)(1)(A) of ERISA; or

            (d) such funds constitute assets of one or more specific benefit
      plans which such Lender has identified in writing to the Borrower.

As used in this Section 10.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

                                       65


      10.16 CONFLICT.

      To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [Signature Pages to Follow]

                                       66

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Credit Agreement to be duly executed and delivered as of the date first above
written.

BORROWER:              AUTOZONE, INC.
                       a Nevada corporation

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

                       By: /s/ Harry L. Goldsmith
                           ------------------------------------------------
                       Name: Harry L. Goldsmith
                       Title: Senior Vice President and Secretary

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



LENDERS:                    CITICORP USA, INC.,
                            in its capacity as a Lender and as Syndication Agent

                            By: /s/ Judith Green
                                ------------------------------------------------
                            Name: JUDITH GREEN
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



ADMINISTRATIVE AGENT:       FLEET NATIONAL BANK,
                            in its capacity as Administrative Agent

                            By: /s/ Alexis Mac Elhiney
                                ------------------------------------------------
                            Name: Alexis Mac Elhiney
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            FLEET NATIONAL BANK,
                            individually in its capacity as a Lender

                            By: /s/ Alexis Mac Elhiney
                                ------------------------------------------------
                            Name: Alexis Mac Elhiney
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            JPMORGAN CHASE BANK,
                            individually in its capacity as a Lender

                            By: /s/ Barry K. Bergman
                                ------------------------------------------------
                            Name: BARRY K. BERGMAN
                            Title: VICE PRESIDENT

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            SUNTRUST BANK,
                            individually in its capacity as a Lender

                            By: /s/ Bryan W. Ford
                                ------------------------------------------------
                            Name: BRYAN W. FORD
                            Title: DIRECTOR

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            WACHOVIA BANK, NATIONAL
                            ASSOCIATION, individually in its capacity as a
                            Lender

                            By: /s/ Anthony D. Braxton
                                ------------------------------------------------
                            Name: Anthony D. Braxton
                            Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            MERRILL LYNCH BANK USA,
                            individually in its capacity as a Lender

                            By: /s/ Louis Alder
                                ------------------------------------------------
                            Name: Louis Alder
                            Title: Director

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            BNP PARIBAS,
                            individually in its capacity as a Lender

                            By: /s/ Jeff Tebeaux
                                ------------------------------------------------
                            Name: Jeff Tebeaux
                            Title: Vice President

                            By: /s/ Angela B. Arnold
                                ------------------------------------------------
                            Name: Angela B. Arnold
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            KEYBANK NATIONAL ASSOCIATION,
                            individually in its capacity as a Lender

                            By: /s/ David J. Wechter
                                ------------------------------------------------
                            Name: David J. Wechter
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            NATIONAL CITY BANK,
                            individually in its capacity as a Lender

                            By: /s/ Joseph L. Kwasny
                                ------------------------------------------------
                            Name: Joseph L. Kwasny
                            Title: Senior Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            UNION BANK OF CALIFORNIA, N.A.,
                            individually in its capacity as a Lender

                            By: /s/ Theresa L. Rocha
                                ------------------------------------------------
                            Name: Theresa L. Rocha
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            U.S. BANK NATIONAL ASSOCIATION,
                            individually in its capacity as a Lender

                            By: /s/ Jennifer Thurston
                                ------------------------------------------------
                            Name: Jennifer Thurston
                            Title: Assistant Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            CREDIT LYONNAIS NEW YORK BRANCH,
                            individually in its capacity as a Lender

                            By: /s/ Attila Koc
                                ------------------------------------------------
                            Name: Attila Koc
                            Title: Senior Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            FIFTH THIRD BANK,
                            individually in its capacity as a Lender

                            By: /s/ David J. Hicks
                                ------------------------------------------------
                            Name: David J. Hicks
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            WELLS FARGO BANK,
                            individually in its capacity as a Lender

                            By: /s/ James D. Heinz
                                ------------------------------------------------
                            Name: James D. Heinz
                            Title: Senior Vice President

                            By: /s/ Alex Idichandy
                                ------------------------------------------------
                            Name: Alex Idichandy
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                      FIVE-YEAR CREDIT AGREEMENT
                                                                        MAY 2004



                            BANK OF TOKYO-MITSUBISHI, LTD.,
                            individually in its capacity as a Lender

                            By: /s/ D. Barnell
                                ------------------------------------------------
                            Name: D. BARNELL
                            Title: VICE PRESIDENT

                            By: /s/ J. Mearns
                                ------------------------------------------------
                            Name: J. MEARNS
                            Title: VP & MANAGER

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            COMERICA BANK,
                            individually in its capacity as a Lender

                            By: /s/ Heather A. Whiting
                                ------------------------------------------------
                            Name: Heather A. Whiting
                            Title: Account Officer

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            THE BANK OF NEW YORK,
                            individually in its capacity as a Lender

                            By: /s/ Randolph E. J. Medrano
                                ------------------------------------------------
                            Name: Randolph E. J. Medrano
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            FIRST TENNESSEE BANK NATIONAL
                            ASSOCIATION, individually in its capacity
                            as a Lender

                            By: /s/ James H. Moore, Jr.
                                ------------------------------------------------
                            Name: James H. Moore, Jr.
                            Title: SVP

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            THE NORTHERN TRUST COMPANY,
                            individually in its capacity as a Lender

                            By: /s/ Russ Rockenbach
                                ------------------------------------------------
                            Name: Russ Rockenbach
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            AMSOUTH BANK,
                            individually in its capacity as a Lender

                            By: /s/ Elizabeth H. Vaughn
                                ------------------------------------------------
                            Name: Elizabeth H. Vaughn
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            HIBERNIA NATIONAL BANK,
                            individually in its capacity as a Lender

                            BY: /s/ Michael R. Geissler
                                ------------------------------------------------
                            Name: Michael R. Geissler
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            NATIONAL BANK OF EGYPT,
                            NEW YORK BRANCH
                            individually in its capacity as a Lender

                            By: /s/ Hassan Eissa
                                ------------------------------------------------
                            Name: Hassan Eissa
                            Title: General Manager

                            By: /s/ Carmelo L. Foti
                                ------------------------------------------------
                            Name: Carmelo L. Foti
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004



                            COMPASS BANK,
                            individually in its capacity as a Lender

                            By: /s/ Keely W. McGee
                                ------------------------------------------------
                            Name: Keely W. McGee
                            Title: Vice President

                                                   AUTOZONE AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT
                                                                        MAY 2004


                                  SCHEDULE 1.1

                              APPLICABLE PERCENTAGE



                                         Applicable Margin                             Applicable Percentage   Applicable Percentage
 Pricing           S&P/Moody's                 for            Applicable Margin for            for                     for
  Level               Rating            Eurodollar Loans         Base Rate Loans          Facility Fee         Utilization Premium
  -----               ------            ----------------         ---------------          ------------         -------------------
                                                                                                
Level I          A-/A3 or above             32.0 bps                    0                    8.0 bps                 12.5 bps
Level II         BBB+/Baa1                  40.0 bps                    0                   10.0 bps                 12.5 bps
Level III        BBB/Baa2                   50.0 bps                    0                   12.5 bps                 12.5 bps
Level IV         BBB-/Baa3                  70.0 bps                    0                   17.5 bps                 12.5 bps
Level V          Below BBB-/Baa3            90.0 bps                    0                   22.5 bps                 12.5 bps


      The Applicable Percentage shall be based on the applicable Pricing Level
      corresponding to the Rating(s) then in effect. In the event of a Split
      Rating, the applicable Pricing Level shall be based on the higher Rating.
      In the event of a Double Split Rating, the applicable Pricing Level shall
      be based on the Pricing Level which is one above that corresponding to the
      lower Rating. If no Rating exists, the applicable Pricing Level shall be
      based on Pricing Level V until the earlier of (A) such time as S&P and/or
      Moody's provides another Rating or (B) the Required Lenders have agreed to
      an alternative pricing grid or other method for determining Pricing Levels
      pursuant to an effective amendment to this Credit Agreement.

      As used herein:

                  "Rating" means the senior unsecured (non-credit enhanced) long
            term debt rating of the Borrower, as published by S&P and/or
            Moody's.

                  "Split Rating" means the ratings of S&P and Moody's would
            indicate different Pricing Levels, but the Pricing Levels are not
            more than one Pricing Level apart.

                  "Double Split Rating" means the ratings of S&P and Moody's
            would indicate different Pricing Levels, but the Pricing Levels are
            two or more Pricing Levels apart.



                                 SCHEDULE 2.1(a)

                     LENDERS/COMMITMENTS AS OF CLOSING DATE



            LENDER                                                      REVOLVING COMMITMENTS
- --------------------------------------------------------------------------------------------------------------------
                                                      REVOLVING
                                                      COMMITMENT                     REVOLVING COMMITMENT PERCENTAGE
- --------------------------------------------------------------------------------------------------------------------
                                                                               
Citibank, N.A.                                      $33,000,000.00                            11.000000000%
Fleet National Bank                                 $33,000,000.00                            11.000000000%
JPMorgan Chase Bank                                 $26,250,000.00                             8.750000000%
SunTrust Bank                                       $26,250,000.00                             8.750000000%
Wachovia Bank, National Association                 $26,250,000.00                             8.750000000%
Merrill Lynch Bank USA                              $21,000,000.00                             7.000000000%
BNP Paribas                                         $12,750,000.00                             4.250000000%
KeyBank National Association                        $12,750,000.00                             4.250000000%
National City Bank                                  $12,750,000.00                             4.250000000%
Union Bank of California, N.A.                      $12,750,000.00                             4.250000000%
U.S. Bank National Association                      $12,750,000.00                             4.250000000%
Credit Lyonnais New York Branch                     $ 9,000,000.00                             3.000000000%
Fifth Third Bank                                    $ 9,000,000.00                             3.000000000%
Wells Fargo, National Association                   $ 9,000,000.00                             3.000000000%
The Bank of Tokyo-Mitsubishi, Ltd.                  $ 7,500,000.00                             2.500000000%
Comerica Bank                                       $ 7,500,000.00                             2.500000000%
The Bank of New York                                $ 6,000,000.00                             2.000000000%
First Tennessee National Association                $ 6,000,000.00                             2.000000000%
Northern Trust Company                              $ 6,000,000.00                             2.000000000%
AmSouth Bank                                        $ 3,000,000.00                             1.000000000%
Hibernia National Bank                              $ 3,000,000.00                             1.000000000%
National Bank of Egypt, New York Branch             $ 3,000,000.00                             1.000000000%
Compass Bank                                        $ 1,500,000.00                              .500000000%
TOTALS:                                             $  300,000,000                           100.000000000%




Fleet National Bank
MADE10510A
40 Broad Street
Boston, MA  02109
Attentions: Alexis MacElhiney, Vice President
Telephone: (617) 434-3817
Facsimile: (617) 434-6685

Citibank, N.A.
388 Greenwich Street
New York, NY 10013
Attention: Robert Kane
Telephone: (212) 816-8133
Facsimile: (212) 816-8301
E-Mail: Robert.J.Kane@citigroup.com

JPMorgan Chase Bank
270 Park Avenue, 4th Floor
New York, NY 10017
Attention: Barry Bergman
Telephone: (212) 270-0203
Facsimile: (212) 270-6637
E-Mail: Barry.Bergman@JPMorgan.com

SunTrust Bank
6410 Poplar Avenue, Suite 320
Memphis, TN 38119
Attention: Bryan Ford
Telephone: (901) 762-9862
Facsimile: (901) 766-7565
E-Mail: bryan.ford@suntrust.com

Wachovia Bank, National Association
1339 Chestnut Street
PA 4843
Philadelphia, PA 19107
Attention: Tony Braxton, Director
Telephone: (267) 321-6606
Facsimile: (267) 321-6700
E-Mail: Anthony.Braxton@wachovia.com

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT 84101
Attention: Derek Befus
Telephone: (801) 526-6814
Facsimile: (801) 531-7470
E-Mail: Derek_Befus@ml.com


BNP Paribas
12201 Merit Drive, Suite 860
Dallas, TX 75251
Attention: Jeff Tebeaux
Telephone: (214)953-9737
Facsimile: (972) 788-9140
E-Mail: jeff.tebeaux@americas.bnpparibas.com

KeyBank National Association
127 Public Square, 6th Floor
Cleveland, OH 44114
Attention: David Wechter
Telephone: (216) 689-4442
Facsimile: (216) 689-4981
E-Mail: David_J_Wechter@keybank.com

National City Bank
155 East Broad Street
Columbus, OH 43215-0077
Telephone: (614) 463-7108
Facsimile: (614) 463-8572
E-Mail: joe.kwasny@nationalcity.com

Union Bank of California, N.A.
350 California Street
San Francisco, CA 94104
Attention: Theresa Rocha, V.P.
Telephone: (415) 705-7594
Facsimile: (415) 705-7085
E-Mail: Theresa.Rocha@uboc.com

U.S. Bank National Association
One U.S. Bank Plaza
SL-MO-T12M
St. Louis, MO 63101
Attention: Amanda A. Schmitt, Vice President
Telephone: (314) 418-3638
Facsimile: (314) 418-3859
E-Mail: amanda.schmitt@usbank.com

Credit Lyonnais New York Branch
2200 Ross Avenue, Suite 4400 West
Attention:  Brian Myers
Telephone: (214) 220-2308
Facsimile: (214) 220-2323
E-Mail: brian.myers@clamericas.com

Fifth Third Bank
810 Crescent Center Drive
Suite 100
Franklin, TN 37067
Attention: David Hicks
Telephone: (615) 771-5805
Facsimile: (615) 771-5885
E-Mail: David.Hicks@53.com

                                       1


Wells Fargo Bank, National Association
230 West Monroe Street
Attention: Dan Van Aken
Telephone: (312) 845-4463
Facsimile: (312) 553-4783
E-Mail: vanakend@wellsfargo.com

The Bank of Tokyo-Mitsubishi, Ltd.
2001 Ross Ave., Suite 3150
Dallas, TX 75201
Attention: Doug Barnell
Telephone: (214) 954-1200 x105
Facsimile: (214) 954-1007
E-Mail: dbarnell@btmna.com

Comerica Bank
500 Woodward Avenue
MC 3269
Detroit, MI 48226
Attention: Heather Whiting, Account Officer
Telephone: (313) 222-7046
Facsimile: (313) 222-9516

The Bank of New York
One Wall Street
New York, NY 10286
Attention: Lucille Madden, Vice President
Telephone: (212) 635-7879
Facsimile: (212) 635-1483
E-Mail: LMadden@bankofNY.com

First Tennessee National Association
165 Madison Avenue, 9th Floor
Memphis, TN 38103-2723
Attention: James H. Moore, Jr., Sr. Vice President
Telephone: (901) 523-4108
Facsimile: (901) 523-4267
E-Mail: jhmoore@ftb.com

The Northern Trust Company
50 S. LaSalle, 11th Floor
Chicago, IL 60675
Attention: Ms. Linda Honda
Telephone: (312) 444-3532
Facsimile: (312) 630-1566

AmSouth Bank
6000 Poplar Avenue, Suite 300
Memphis, TN 38119
Attention:  Beth H. Vaughn, Vice President
Telephone: (901) 762-5671
Facsimile: (901) 762-5665
E-Mail: beth.vaughn@amsouth.com

Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Attention: Michael Geissler, Vice President
Telephone: (504) 533-2502
Facsimile: (504) 533-5344
E-Mail: mgeissler@hibernia.com

National Bank of Egypt
New York Branch
40 East 52nd Street
Attention: Rami El-Rifai
Telephone: (212) 326-8105
Facsimile: (212) 326-8111
E-Mail: relrifai@nbeny.com

Compass Bank
15 S. 20th Street
Birmingham, AL 35233
Attention: Keely McGee, Vice President
Telephone: (205) 297-5920
Facsimile: (205) 297-7212
E-Mail: KKW@comapassbnk.com

                                       2


                               SCHEDULE 2.1(b)(i)
                           FORM OF NOTICE OF BORROWING

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn: Agency Services

Ladies and Gentlemen:

      The undersigned, AUTOZONE, INC. (the "Borrower"), refers to the Amended
and Restated Credit Agreement dated as of May 17, 2004 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"), among the
Borrower, the Lenders, Fleet National Bank, as Administrative Agent and Citicorp
USA, Inc., as Syndication Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement. The Borrower hereby gives notice pursuant to Section 2.1 of the
Credit Agreement that it requests a Revolving Loan advance under the Credit
Agreement, and in connection therewith sets forth below the terms on which such
Revolving Loan advance is requested to be made:

(A)   Date of Borrowing (which is a Business Day)   ____________________________

(B)   Principal Amount of Borrowing                 ____________________________

(C)   Interest rate basis                           ____________________________

(D)   Interest Period and the last day thereof      ____________________________

      In accordance with the requirements of Section 4.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in subsection (b) of such Section, and confirms that the matters
referenced in subsections (c), (d) and (e) of such Section, are true and
correct.

                               Very truly yours,

                               AUTOZONE, INC.

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________



                                 SCHEDULE 2.1(e)

                             FORM OF REVOLVING NOTE

                                                                    May 17, 2004

      FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the "Borrower"),
hereby promises to pay to the order of __________________________, its
successors and assigns (the "Lender"), at the office of Fleet National Bank, as
Administrative Agent (the "Administrative Agent"), at 1633 Broadway, 28th Floor,
NYEH52628, New York, NY 10019, Attn: Agency Services (or at such other place or
places as the holder hereof may designate), at the times set forth in the
Amended and Restated Credit Agreement, dated as of May 17, 2004, among the
Borrower, the Lenders, the Administrative Agent and the Syndication Agent (as it
may be amended, modified, extended or restated from time to time, the "Credit
Agreement"; all capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement), but in no event later than the
Termination Date, in Dollars and in immediately available funds, the aggregate
unpaid principal amount of all Revolving Loans made by the Lender to the
Borrower pursuant to the Credit Agreement, and to pay interest from the date
hereof on the unpaid principal amount hereof, in like money, at said office, on
the dates and at the rates selected in accordance with Section 2.1(d) of the
Credit Agreement.

      Upon the occurrence and during the continuance of an Event of Default, the
balance outstanding hereunder shall bear interest as provided in Section 3.1 of
the Credit Agreement. Further, in the event the payment of all sums due
hereunder is accelerated under the terms of the Credit Agreement, this Note, and
all other indebtedness of the Borrower to the Lender shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby waived by the Borrower.

      In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection, including reasonable attorneys' fees.

      All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on a schedule attached hereto and incorporated
herein by reference, or on a continuation thereof which shall be attached hereto
and made a part hereof; provided, however, that any failure to endorse such
information on such schedule or continuation thereof shall not in any manner
affect the obligation of the Borrower to make payments of principal and interest
in accordance with the terms of this Note.

      This Note and the Revolving Loans evidenced hereby may be transferred in
whole or in part only by registration of such transfer on the Register
maintained by or on behalf of the Borrower as provided in Section 10.3(c) of the
Credit Agreement.



      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

                               AUTOZONE, INC.

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________



                                 SCHEDULE 2.2(f)

                            FORM OF COMPETITIVE NOTE

                                                                    May 17, 2004

      FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the "Borrower"),
hereby promises to pay to the order of __________________________, its
successors and permitted assigns (the "Lender"), at the office of Fleet National
Bank, as Administrative Agent (the "Administrative Agent"), at 1633 Broadway,
28th Floor, NYEH52628, New York, NY 10019, Attn: Agency Services (or at such
other place or places as the holder hereof may designate), at the times set
forth in the Amended and Restated Credit Agreement, dated as of May 17, 2004,
among the Borrower, the Lenders, the Administrative Agent and the Syndication
Agent (as it may be amended, modified, extended or restated from time to time,
the "Credit Agreement"; all capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement), but in no event later than
the Termination Date, in Dollars and in immediately available funds, the
aggregate unpaid principal amount of all Competitive Loans made by the Lender to
the Borrower pursuant to the Credit Agreement, and to pay interest from the date
hereof on the unpaid principal amount hereof, in like money, at said office, on
the dates and at the rates selected in accordance with Section 2.2 of the Credit
Agreement and in the respective Competitive Bid applicable to each Competitive
Loan borrowing evidenced hereby.

      Upon the occurrence and during the continuance of an Event of Default, the
balance outstanding hereunder shall bear interest as provided in Section 3.1 of
the Credit Agreement. Further, in the event the payment of all sums due
hereunder is accelerated under the terms of the Credit Agreement, this Note, and
all other indebtedness of the Borrower to the Lender shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby waived by the Borrower.

      In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection, including reasonable attorneys' fees.

      All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on a schedule attached hereto and incorporated
herein by reference, or on a continuation thereof which shall be attached hereto
and made a part hereof; provided, however, that any failure to endorse such
information on such schedule or continuation thereof shall not in any manner
affect the obligation of the Borrower to make payments of principal and interest
in accordance with the terms of this Note.

      This Note and the Loans evidenced hereby may be transferred in whole or in
part only by registration of such transfer on the Register maintained by or on
behalf of the Borrower as provided in Section 10.3(c) of the Credit Agreement.



      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
by its duly authorized officer as of the day and year first above written.

                               AUTOZONE, INC.

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________



                                  SCHEDULE 3.2

                     FORM OF NOTICE OF EXTENSION/CONVERSION

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

Ladies and Gentlemen:

The undersigned, AutoZone, Inc. (the "Borrower"), refers to the Amended and
Restated Credit Agreement dated as of May 17, 2004 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"), among the
Borrower, the Lenders, Fleet National Bank, as Administrative Agent and Citicorp
USA, Inc., as Syndication Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement. The Borrower hereby gives notice pursuant to Section 3.2 of the
Credit Agreement that it requests an extension or conversion of a Revolving Loan
outstanding under the Credit Agreement, and in connection therewith sets forth
below the terms on which such extension or conversion is requested to be made:

(A)   Date of Extension or Conversion (which is the
      last day of the the applicable Interest Period)      _____________________

(B)   Principal Amount of Extension or Conversion          _____________________

(C)   Interest rate basis                                  _____________________

(D)   Interest Period and the last day thereof             _____________________

      In accordance with the requirements of Section 4.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in subsection (b) of such Section, and confirms that the matters
referenced in subsections (c), (d) and (e) of such Section, are true and
correct.

                               Very truly yours,

                               AUTOZONE, INC.

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________



                                 SCHEDULE 4.1(g)

                              FORM OF LEGAL OPINION

                                     [DATE]

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NYEH52628
New York, NY 10019
Attn:  Agency Services

             RE: AutoZone, Inc. 364-Day Syndicated Credit Agreement

Ladies and Gentlemen:

      I am the Senior Vice President, Secretary and General Counsel of AutoZone,
Inc., a Nevada corporation ("AutoZone"), and am familiar with the transactions
contemplated by the Amended and Restated Credit Agreement dated as of May 17,
2004, among AutoZone, Inc., as Borrower, the several Lenders from time to time
party thereto, Fleet National Bank as Administrative Agent, and Citicorp USA,
Inc., as Syndication Agent ("Credit Agreement"). Unless the context otherwise
requires, all terms used in this opinion which are specifically defined in the
Credit Agreement shall have the meanings given such terms in the Credit
Agreement.

      In connection with the opinions expressed below, I have examined, or
caused to be examined, the Credit Documents. I have relied upon the
representations and warranties contained in each of such documents and upon
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, documents and other instruments as in my judgment are
relevant to rendering the opinions expressed below. As to all matters of fact
covered by such documents, I have relied, without independent investigation or
verification on such documents. In such examination, I have assumed that each of
the parties to the Credit Agreement, other than AutoZone, had and has, as the
case may be, full power, authority and legal right to enter into each Credit
Document to which it is a party and that each such Credit Document was or has
been, as the case may be, duly authorized, executed and delivered by each of
such parties.

      Based on the foregoing, it is my opinion that:

      (i) Each of the Company and its subsidiaries has been duly organized and
      is validly existing as a corporation or limited partnership under the laws
      of the jurisdiction of its



      organization, with corporate or partnership, as the case may be, power and
      authority to own its properties and conduct its ordinary course of
      business;

      (ii) Each of the Company and its subsidiaries has been duly qualified as a
      foreign corporation or limited partnership, as the case may be, for the
      transaction of business and is in good standing under the laws of each
      jurisdiction in which it owns or leases properties, or conducts any
      business, so as to require such qualification, or is subject to no
      material liability or disability by reason of failure to be so qualified
      in any such jurisdiction;

      (iii) Each of the Credit Documents to which AutoZone is a party, was or
      has been, as the case may be, duly authorized, executed and delivered by
      AutoZone and together constitute the legal, valid and binding obligations
      of AutoZone enforceable against AutoZone in accordance with its and their
      terms.

      The opinions expressed in paragraph (iii) above are based upon the
assumption for purposes of such opinions and without independent analysis that
notwithstanding the respective choice of law clauses in the Credit Documents,
the governing law with respect to each of the Credit Documents is identical in
all relevant respects to the law of the State of Tennessee. Insofar as such
opinion relates to the enforceability of any instrument, such enforceability is
subject to applicable bankruptcy, insolvency and other similar laws affecting
the enforcement of creditors' rights generally whether such enforceability is
considered in a proceeding in equity or at law). The enforceability of the
remedies provided under the Credit Agreement may also be limited by applicable
laws which may affect the remedies provided therein but which do not in my
opinion affect the validity of the Credit Agreement or make such remedies
inadequate for the practical realization of the benefits intended to be
provided.

      I do not express any opinion as to matters governed by any law other than
the Federal laws of the United States of America, the corporation law of the
State of Nevada and the laws of the State of Tennessee. Further, I express no
opinion as to the enforceability of the choice of law provisions contained in
any of the Credit Documents.

      This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person, and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without my prior written consent except to your bank
examiners, auditors and counsel and to prospective transferees of your interests
under the Credit Documents and their professional advisers, or as required by
law or pursuant to legal process.

                                           Very truly yours,

                                        2



                                  SCHEDULE 5.5

                               MATERIAL LITIGATION

                                      NONE



                                  SCHEDULE 5.12

                                  SUBSIDIARIES

AUTOZONE, INC. AS OF APRIL 14, 2004

STATUS:                    ACTIVE
INCORPORATION              NEVADA

FEDERAL ID#         62-1482048

SUBSIDIARIES

AUTOZONE NORTHEAST, INC.
AUTOZONE OPERATIONS, INC.
ALLDATA LLC
AUTOZONE DE MEXICO, S. DE R.L. DE C.V.
AUTOZONE DEVELOPMENT CORPORATION
AUTOZONE MISSISSIPPI PROPERTIES, INC.
AUTOZONE PROPERTIES, INC.
AUTOZONE STORES, INC.
AUTOZONE MISSISSIPPI, INC.
AUTOZONE TEXAS, L.P.
AUTOZONE.COM, INC.
AUTOZONERS, INC.
AUTOZONE WEST, INC.
DATAZONE, S. DE R.L. DE C.V.
SERVICE ZONE, S. DE R. L. DE C.V.
AUTOZONE PARTS, INC.
AZTP HOLDINGS, LLC
ZONE COMPRA, S. DE R.L. DE C.V.
AZ TEXAS OPERATIONS, LLC
AZER CALIFORNIA, LLC
AZER TEXAS, LLC
VENUS INITIATIVE, LLC
ZONA AUTOMOVILISTICA, INC.
RIVERSIDE CAPTIVE INSURANCE COMPANY



                                 SCHEDULE 6.1(c)

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE

      For the fiscal quarter ended _________________, 20___.

      I, ______________________, [Title] of AutoZone, Inc. (the "Borrower")
hereby certify that, to the best of my knowledge and belief, with respect to
that certain Amended and Restated Credit Agreement dated as of May 17, 2004 (as
amended, modified, extended or restated from time to time, the "Credit
Agreement"; all of the defined terms in the Credit Agreement are incorporated
herein by reference) among the Borrower, the Lenders party thereto, Fleet
National Bank, as Administrative Agent and Citicorp USA, Inc., as Syndication
Agent.

      a.    The company-prepared financial statements which accompany this
            certificate are true and correct in all material respects and have
            been prepared in accordance with GAAP applied on a consistent basis,
            subject to changes resulting from normal year-end audit adjustments.

      b.    Since ___________ (the date of the last similar certification, or,
            if none, the Closing Date) no Default or Event of Default has
            occurred under the Credit Agreement; and

Delivered herewith are detailed calculations demonstrating compliance by the
Borrower with the financial covenants contained in Section 6.10 and Section 6.11
of the Credit Agreement as of the end of the fiscal period referred to above.

      This ______ day of ___________, 20__.

                               AUTOZONE, INC.

                               By: ______________________________________
                               Name: ____________________________________
                               Title: ___________________________________



                                  SCHEDULE 7.5

                             SUBSIDIARY INDEBTEDNESS

AUTOZONE, INC. AS OF FEBRUARY 14, 2004

SUBSIDIARY INDEBTEDNESS



                                                     Indebtedness
    Subsidiary                                 as of  February 14, 2004
- --------------------                           ------------------------
                                           
AutoZone Texas, L.P.                                  $8,200,000


                                       2



                                SCHEDULE 10.3(b)

                        FORM OF ASSIGNMENT AND ACCEPTANCE

      THIS ASSIGNMENT AND ACCEPTANCE dated as of _______________, 200_ is
entered into between ________________ ("Assignor") and ____________________
("Assignee").

      Reference is made to the Amended and Restated Credit Agreement dated as of
May 17, 2004, as amended and modified from time to time thereafter (the "Credit
Agreement") among AutoZone, Inc., the Lenders party thereto, Fleet National
Bank, as Administrative Agent and Citicorp USA, Inc. as Syndication Agent. Terms
defined in the Credit Agreement are used herein with the same meanings.

      1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor,
effective as of the Effective Date set forth below, the interests set forth
below (the "Assigned Interest") in the Assignor's rights and obligations under
the Credit Agreement, including, without limitation, the interests set forth
below in the Commitments and outstanding Loans of the Assignor on the effective
date of the assignment designated below (the "Effective Date"), together with
unpaid Fees accrued on the assigned Commitments to the Effective Date and unpaid
interest accrued on the assigned Loans to the Effective Date. Each of the
Assignor and the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in Section 10.3(b) of the
Credit Agreement, a copy of which has been received by the Assignee. From and
after the Effective Date (i) the Assignee, if it is not already a Lender under
the Credit Agreement, shall be a party to and be bound by the provisions of the
Credit Agreement and, to the extent of the interests purchased and assumed by
the Assignee under this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of
the interests sold and assigned by the Assignor under this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.

      2. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

      3. Terms of Assignment

            (a)   Date of Assignment:

            (b)   Legal Name of Assignor:

            (c)   Legal Name of Assignee:

            (d)   Effective Date of Assignment:



                                                                                 
(e)   Revolving Commitments of Assignee after giving effect to this
      Assignment and Acceptance as of the Effective Date                            $_________________

(f)   Revolving Commitments of Assignor after giving effect to this
      Assignment and Acceptance as of the Effective Date                            $_________________

(g)   Revolving Commitment Percentages of Assignee after giving
      effect to this Assignment and Acceptance as of the Effective
      Date (set forth to at least 8 decimals)                                        _________________%

(h)   Revolving Commitment Percentages of Assignor after giving
      effect to this Assignment and Acceptance as of the Effective
      Date (set forth to at least 8 decimals)                                        _________________%


      4. This Assignment and Acceptance shall be effective only upon consent of
the Borrower and the Administrative Agent, if applicable, delivery to the
Administrative Agent of this Assignment and Acceptance together with the
transfer fee payable pursuant to Section 10.3(b) in connection herewith and
recordation in the Register pursuant to Section 10.3(c) of the terms hereof.

      5. This Assignment and Acceptance may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Assignment and Acceptance to
produce or account for more than one such counterpart.

                                        2



The terms set forth above are hereby agreed to:

___________________________, as Assignor

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

___________________________, as Assignee

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

Notice address of Assignee:

                  <>
                  ___________________________________
                  ___________________________________
                  Attn:______________________________
                  Telephone:  (___)__________________
                  Telecopy:   (___)__________________

CONSENTED TO:

FLEET NATIONAL BANK,
as Administrative Agent

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

AUTOZONE, INC.

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

                                       3

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                                                                               .

                                                                    EXHIBIT 12.1

                Computation of Ratio of Earnings to Fixed Charges
                          (in thousands, except ratios)




                                                            Fiscal Year Ended August                    Thirty-six week period ended
                                         -------------------------------------------------------------  ----------------------------
                                           1999          2000        2001*         2002        2003       May 8,           May 10,
                                         (52 weeks)   (52 weeks)   (52 weeks)   (53 weeks)  (52 weeks)     2004              2003
                                         ----------   ----------   ----------   ----------  ----------  ---------         ---------
                                                                                                     
Earnings:
  Income before income taxes             $ 387,783    $ 435,190    $ 287,026    $ 691,148   $ 833,007   $ 570,859         $ 499,616
  Fixed charges                             66,015       97,520      121,141       98,688     121,129      90,026            82,662
  Less: Capitalized interest                (2,762)      (2,773)      (1,380)        (437)       (791)       (465)             (458)
                                         ---------    ---------    ---------    ---------   ---------   ---------         ---------
     Adjusted earnings                   $ 451,036    $ 529,937    $ 406,787    $ 789,399   $ 953,345   $ 660,420         $ 581,820
                                         =========    =========    =========    =========   =========   =========         =========

Fixed charges:
  Gross interest expense                 $  47,117    $  77,699    $ 100,291    $  78,183   $  79,301   $  61,193         $  54,209
  Amortization of debt expense               1,206        2,209        2,377        2,283       7,334       3,445             4,715
  Interest portion of rent expense          17,692       17,612       18,473       18,222      34,494      25,388            23,738
                                         ---------    ---------    ---------    ---------   ---------   ---------         ---------
     Total fixed charges                 $  66,015    $  97,520    $ 121,141    $  98,688   $ 121,129   $  90,026         $  82,662
                                         =========    =========    =========    =========   =========   =========         =========

     Ratio of earnings to fixed charges        6.8          5.4          3.4          8.0         7.9         7.3               7.0
                                         =========    =========    =========    =========   =========   =========         =========


* Includes the impact of the pretax restructuring and impairment charges of
$156.8 million in fiscal 2001.

                                                                    EXHIBIT 15.1

The Board of Directors and Stockholders
AutoZone, Inc.

We are aware of the incorporation by reference in the following Registration
Statements of AutoZone, Inc. and in the related Prospectuses of our report dated
May 24, 2004, related to the unaudited condensed consolidated interim financial
statements of AutoZone, Inc. that are included in its Form 10-Q for the quarter
ended May 8, 2004:

         Registration Statement (Form S-8 No. 333-42797) pertaining to the
         AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan

         Registration Statement (Form S-8 and S-3 No. 33-41618) pertaining to
         the AutoZone, Inc. Amended and Restated Stock Option Plan

         Registration Statement (Form S-8 No. 333-88245) pertaining to the
         AutoZone, Inc. Second Amended and Restated 1996 Stock Option Plan

         Registration Statement (Form S-8 No. 333-88241) pertaining to the
         AutoZone, Inc. Amended and Restated Director Compensation Plan

         Registration Statement (Form S-8 No. 333-75142) pertaining to the
         AutoZone, Inc. Third Amended and Restated 1998 Director Stock Option
         Plan

         Registration Statement (Form S-8 No. 333-83436) pertaining to a shelf
         registration to sell 15,000,000 shares of common stock owned by certain
         selling stockholders

         Registration Statement (Form S-8 No. 333-75140) pertaining to the
         AutoZone, Inc. Executive Stock Purchase Plan

         Registration Statement (Form S-8 No. 333-103665) pertaining to the
         AutoZone, Inc. 2003 Director Compensation Plan

         Registration Statement (Form S-8 No. 333-103666) pertaining to the
         AutoZone, Inc. 2003 Director Stock Option Plan

                                                           /s/ Ernst & Young LLP

Memphis, Tennessee
June 7, 2004

                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
    RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Odland, Chairman, President and Chief Executive Officer of AutoZone,
Inc. ("registrant"), certify that:

1.   I have reviewed this quarterly report on Form 10-Q of AutoZone, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls over financial reporting.

June 7, 2004

                                                     /s/ STEVE ODLAND
                                                     ---------------------------
                                                     Steve Odland
                                                     Chairman, President and
                                                     Chief Executive Officer

                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
    RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael G. Archbold, Senior Vice President and Chief Financial Officer of
AutoZone, Inc. ("registrant"), certify that:

1.   I have reviewed this quarterly report on Form 10-Q of AutoZone, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls over financial reporting.

June 7, 2004

                                                     /s/ MICHAEL G. ARCHBOLD
                                                     ---------------------------
                                                     Michael G. Archbold
                                                     Senior Vice President and
                                                     Chief Financial Officer

                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AutoZone, Inc. (the "Company") on
Form 10-Q for the period ended May 8, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Steve Odland,
Chairman, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (i)    the Report fully complies with the requirements of Section 13(a) or
            Section 15(d) of the Securities Exchange Act of 1934; and

     (ii)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

June 7, 2004

                                                      /s/ STEVE ODLAND
                                                      --------------------------
                                                      Steve Odland
                                                      Chairman, President and
                                                      Chief Executive Officer

                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AutoZone, Inc. (the "Company") on
Form 10-Q for the period ended May 8, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Michael G. Archbold,
Senior Vice President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (i)    the Report fully complies with the requirements of Section 13(a) or
            Section 15(d) of the Securities Exchange Act of 1934; and

     (ii)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

June 7, 2004

                                                    /s/ MICHAEL G. ARCHBOLD
                                                    ----------------------------
                                                    Michael G. Archbold
                                                    Senior Vice President and
                                                    Chief Financial Officer