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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY
===============================================================================
                                        Published CUSIP Number: ________________

                                CREDIT AGREEMENT

                          Dated as of December 23, 2004

                                      among

                                 AUTOZONE, INC.,
                                  as Borrower,

                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO

                                       AND

                              FLEET NATIONAL BANK,
                             as Administrative Agent

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent

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

                         WACHOVIA CAPITAL MARKETS, LLC,
                  as Joint Lead Arranger and Sole Book Manager

                         BANC OF AMERICA SECURITIES LLC
                             as Joint Lead Arranger

                                       and

                             CALYON NEW YORK BRANCH,
                                   BNP PARIBAS
                                       and
                                  REGIONS BANK
                           as Co-Documentation Agents



                                TABLE OF CONTENTS



                                                                                   Page
                                                                                   ----
                                                                                
SECTION 1 DEFINITIONS...........................................................     1
     1.1      Definitions.......................................................     1
     1.2      Computation of Time Periods.......................................    15
     1.3      Accounting Terms..................................................    15
     1.4      Time of Day.......................................................    16

SECTION 2 CREDIT FACILITIES.....................................................    16
     2.1      Term Loan.........................................................    16

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................    17
     3.1      Default Rate......................................................    17
     3.2      Extension and Conversion..........................................    17
     3.3      Prepayments.......................................................    18
     3.4      [Reserved]........................................................    19
     3.5      Fees..............................................................    19
     3.6      Capital Adequacy..................................................    19
     3.7      Inability To Determine Interest Rate..............................    20
     3.8      Illegality........................................................    20
     3.9      Yield Protection..................................................    21
     3.10     Withholding Tax Exemption.........................................    21
     3.11     Indemnity.........................................................    22
     3.12     Pro Rata Treatment................................................    23
     3.13     Sharing of Payments...............................................    24
     3.14     Payments, Computations, Etc.......................................    25
     3.15     Evidence of Debt..................................................    26
     3.16     Replacement of Lenders............................................    27

SECTION 4 CONDITIONS............................................................    28
     4.1      Closing Conditions................................................    28
     4.2      Conditions to all Extensions of Credit............................    28

SECTION 5 REPRESENTATIONS AND WARRANTIES........................................    29
     5.1      Financial Condition...............................................    29
     5.2      Organization; Existence; Compliance with Law......................    29
     5.3      Power; Authorization; Enforceable Obligations.....................    30
     5.4      No Legal Bar......................................................    30
     5.5      No Material Litigation............................................    30
     5.6      No Default........................................................    31
     5.7      Ownership of Property; Liens......................................    31
     5.8      No Burdensome Restrictions........................................    31
     5.9      Taxes.............................................................    31
     5.10     ERISA.............................................................    31
     5.11     Governmental Regulations, Etc.....................................    33
     5.12     Subsidiaries......................................................    34
     5.13     Purpose of Loans..................................................    34


                                      - i -



                                                                                 
     5.14     Disclosure........................................................    34

SECTION 6 AFFIRMATIVE COVENANTS.................................................    34
     6.1      Information Covenants.............................................    34
     6.2      Preservation of Existence and Franchises..........................    38
     6.3      Books and Records.................................................    38
     6.4      Compliance with Law...............................................    38
     6.5      Payment of Taxes and Other Indebtedness...........................    38
     6.6      Insurance.........................................................    39
     6.7      Maintenance of Property...........................................    39
     6.8      Use of Proceeds...................................................    39
     6.9      Audits/Inspections................................................    39
     6.10     Adjusted Debt to EBITDAR Ratio....................................    39
     6.11     Interest Coverage Ratio...........................................    39

SECTION 7 NEGATIVE COVENANTS....................................................    40
     7.1      Liens.............................................................    40
     7.2      Nature of Business................................................    40
     7.3      Consolidation, Merger, Sale or Purchase of Assets, etc............    40
     7.4      Fiscal Year.......................................................    42
     7.5      Subsidiary Indebtedness...........................................    42

SECTION 8 EVENTS OF DEFAULT.....................................................    43
     8.1      Events of Default.................................................    43
     8.2      Acceleration; Remedies............................................    45

SECTION 9 AGENCY PROVISIONS.....................................................    45
     9.1      Appointment and Authority.........................................    45
     9.2      Rights as a Lender................................................    46
     9.3      Exculpatory Provisions............................................    46
     9.4      Reliance by Administrative Agent..................................    47
     9.5      Delegation of Duties..............................................    47
     9.6      Resignation of Administrative Agent...............................    48
     9.7      Non-Reliance on Administrative Agent and Other Lenders............    48
     9.8      No Other Duties, Etc..............................................    49
     9.9      Administrative Agent May File Proofs of Claim.....................    49

SECTION 10 MISCELLANEOUS........................................................    50
     10.1     Notices...........................................................    50
     10.2     Right of Set-Off..................................................    52
     10.3     Benefit of Agreement..............................................    52
     10.4     No Waiver; Remedies Cumulative....................................    56
     10.5     Payment of Expenses, etc..........................................    56
     10.6     Amendments, Waivers and Consents..................................    57
     10.7     Counterparts......................................................    58
     10.8     Headings..........................................................    58
     10.9     Survival..........................................................    58
     10.10    Governing Law; Submission to Jurisdiction; Venue..................    58


                                     - ii -



                                                                                 
     10.11    Severability......................................................    59
     10.12    Entirety..........................................................    59
     10.13    Binding Effect; Termination.......................................    59
     10.14    Confidentiality...................................................    60
     10.15    Source of Funds...................................................    60
     10.16    Conflict..........................................................    61


                                    SCHEDULES

Schedule 1.1(a)   Applicable Percentage
Schedule 1.1(b)   Form of Notice of Borrowing
Schedule 2.1(a)   Lenders
Schedule 2.1(e)   Form of Term Note
Schedule 3.2      Form of Notice of Extension/Conversion
Schedule 4.1(d)   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 -


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT dated as of December 23, 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 WACHOVIA BANK, NATIONAL
ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower has requested that the Lenders provide a
$300,000,000 term loan to the Borrower, as more particularly described herein;

         WHEREAS, the Lenders have agreed to provide such term loan on the terms
and conditions hereinafter set forth;

         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 December 2, 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.

                  "Administrative Questionnaire" means an Administrative
         Questionnaire in a form supplied by the Administrative Agent.



                  "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, 1633
         Broadway, 28th Floor, NY5-526-28-01, New York, NY 10019, 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, the appropriate
         applicable percentage set forth on Schedule 1.1(a). 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.

         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 in effect
         on the Closing Date shall be in accordance with Level II as set forth
         on Schedule 1.1.

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

                                     - 2 -


                  "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 a fluctuating rate per annum
         equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and
         (b) the rate of interest in effect for such day as publicly announced
         from time to time by Fleet as its "prime rate." The "prime rate" is a
         rate set by Fleet based upon various factors including Fleet's costs
         and desired return, general economic conditions and other factors, and
         is used as a reference point for pricing some loans, which may be
         priced at, above, or below such announced rate. Any change in such rate
         announced by Fleet shall take effect at the opening of business on the
         day specified in the public announcement of such change.

                  "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.

                                     - 3 -


                  "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 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 3.3(b).

                  "Change of Control Prepayment Amount" shall have the meaning
         specified in Section 3.3(b).

                  "Change of Control Standstill Period" shall have the meaning
         specified in Section 3.3(b).

                  "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 with respect to each Lender, the Term Loan
         Commitment of such Lender.

                                     - 4 -


                  "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 and on a consolidated basis, 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

                                     - 5 -


         (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).

                  "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, 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

                                     - 6 -


         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 Base Rate" has the meaning specified in the
         definition of Eurodollar Rate.

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

                  "Eurodollar Rate" means for any Interest Period with respect
         to any Eurodollar Loan, a rate per annum determined by the
         Administrative Agent pursuant to the following formula:

                    Eurodollar Rate =         Eurodollar Base Rate
                                      ------------------------------------
                                      1.00 - Eurodollar Reserve Percentage

         Where,

                           "Eurodollar Base Rate" means, for any Interest Period
                  with respect to a Eurodollar Loan, the rate per annum equal to
                  the British Bankers Association LIBOR Rate ("BBA LIBOR"), as
                  published by Reuters (or other commercially available source
                  providing quotations of BBA LIBOR as designated by the
                  Administrative Agent from time to time) at approximately 11:00
                  a.m., London time, two Business Days prior to the commencement
                  of such Interest Period, for Dollar deposits (for delivery on
                  the first day of such Interest Period) with a term equivalent
                  to such Interest Period. If such rate is not available at such
                  time for any reason, then the "Eurodollar Base Rate" for such
                  Interest Period shall be the rate per annum determined by the
                  Administrative Agent to be the rate at which deposits in
                  Dollars for delivery on the first day of such Interest Period
                  in same day funds in the approximate amount of the Eurodollar
                  Loan being made, continued or converted by Fleet and with a
                  term equivalent to such Interest Period would be offered by
                  Fleet's London Branch to major banks in the London interbank
                  eurodollar market at their request at approximately 11:00 a.m.
                  (London time) two Business Days prior to the commencement of
                  such Interest Period.

                           "Eurodollar Reserve Percentage" means, for any day
                  during any Interest Period, the reserve percentage (expressed
                  as a decimal, carried out to five decimal places) in effect on
                  such day, whether or not applicable to any Lender, under
                  regulations issued from time to time by the Board of Governors
                  of the Federal Reserve System (or any successor) for
                  determining the maximum reserve requirement (including any
                  emergency, supplemental or other marginal reserve requirement)
                  with respect to Eurocurrency funding (currently referred to as

                                     - 7 -


                  "Eurocurrency liabilities"). The Eurodollar Rate for each
                  outstanding Eurodollar Loan shall be adjusted automatically 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.

                  "Federal Funds Rate" means, for any day, the rate per annum
         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 as so published on the next succeeding Business Day, and
         (b) if no such rate is so published on such next succeeding Business
         Day, the Federal Funds Rate for such day shall be the average rate
         (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
         charged to Fleet 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 and
         on a consolidated basis, (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.

                  "Funding Date" means the date upon which the Borrower draws
         the Term Loan in full, which shall be three Business Days following the
         Closing Date, as specified by the Borrower in its written Notice of
         Borrowing, in the form of Schedule 1.1(b), delivered on the Closing
         Date and relating to the initial funding of the Term Loan.

                                     - 8 -


                  "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 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

                                     - 9 -


         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.

                  "Interest Payment Date" means (i) as to any Base Rate Loan,
         the last Business 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, 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 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 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); 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

                                     - 10 -


         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 Term Loan (or any Base Rate Loan
         or Eurodollar Loan constituting a portion thereof).

                  "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.

                  "Note" or "Notes" means any Term Note.

                  "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.

                  "Obligations" means all advances to, and debts, liabilities,
         obligations, covenants and duties of, the Borrower arising under any
         Credit Document or otherwise with respect to any Loan, whether direct
         or indirect (including those acquired by assumption), absolute or
         contingent, due or to become due, now existing or hereafter arising and

                                     - 11 -


         including interest and fees that accrue after any Bankruptcy Event with
         respect to the Borrower or any Affiliate thereof naming such Person as
         the debtor in such proceeding, regardless of whether such interest and
         fees are allowed claims in such proceeding.

                  "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 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;

                                     - 12 -


                           (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;

                           (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

                                     - 13 -


         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.

                  "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.

                  "Related Parties" means, with respect to any Person, such
         Person's Affiliates and the partners, directors, officers, employees,
         agents and advisors of such Person and of such Person's Affiliates.

                  "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
         7.3.

                  "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 the
         Term Loan.

                  "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.

                  "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).

                                     - 14 -


                  "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 Wachovia Bank, National Association,
         together with any successors and assigns.

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

                  "Term Loan Commitment" means, with respect each Lender, the
         commitment of such Lender to make its portion of the Term Loan in a
         principal amount equal to such Lender's Term Loan Commitment Percentage
         (if any) of the Term Loan.

                  "Term Loan Commitment Percentage" means for any Lender, the
         percentage identified as its Term Loan 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.

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

                  "Terminating Lenders" shall have the meaning specified in
         Section 3.3(b).

                  "Termination Date" means December 23, 2009.

         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

                                     - 15 -


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 28, 2004);
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).

                                    SECTION 2

                                CREDIT FACILITIES

         2.1      TERM LOAN

                  (a)      Term Loan 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 on the Funding Date such Lender's Term Loan
         Commitment Percentage of a term loan in Dollars in the aggregate
         principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000.00)
         (the "Term Loan"). The Term Loan may consist of Base Rate Loans or
         Eurodollar Loans, or a combination thereof, as the Borrower may
         request; provided, however, that no more than five (5) 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). Amounts prepaid on the Term Loan may not be
         reborrowed.

                  (b)      Minimum Amounts. Each Eurodollar Loan or Base Rate
         Loan that is part of the Term Loan shall be in an aggregate principal
         amount that is not less than $5,000,000 and integral multiples of
         $1,000,000 (or the then remaining principal balance of the Term Loan,
         if less).

                  (c)      Repayment of Term Loan. The entire unpaid principal
         amount of the Term Loan shall be due and payable in full on the
         Termination Date.

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

                                     - 16 -


                           (i)      Base Rate Loans. During such periods as the
                  Term Loan 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 the
                  Term Loan 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 the Term Loan shall be payable in arrears on each
         applicable Interest Payment Date (or at such other times as may be
         specified herein).

                  (e)      Term Notes. Upon the request of any Lender made
         through the Administrative Agent, the portion of the Term Loan made by
         such Lender shall be evidenced by a duly executed promissory note of
         the Borrower to such Lender substantially in the form of Schedule
         2.1(e).

                                    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.

         The Borrower shall have the option, on any Business Day, to deliver a
Notice of Extension/Conversion to (i) extend existing Loans into a single
subsequent permissible Interest Period, (ii) convert Loans into Loans of another
interest rate type or (iii) extend existing Loans into automatic rolling
subsequent three-month Interest Periods; provided that, with respect to this
clause (iii) such Loans will be automatically extended on the last day of each
three-month Interest Period into the subsequent three-month Interest Period (as
requested pursuant to the relevant Notice of Extension/Conversion) until such
time as the Borrower delivers a new Notice of Extension/Conversion, which new
Notice of Extension/Conversion shall be delivered prior to 2:00 P.M. on the
fifth Business Day prior to the last day of the then current Interest Period;
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

                                     - 17 -


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), (d) no more than 5 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) and (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. 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, except as
set forth in clause (iii) above, 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. 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 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 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 Term Loan). Subject to the foregoing
         terms, amounts prepaid under this Section 3.3(a) shall be applied as
         the Borrower may elect.

                           (b)      Change of Control.

                           (i)      Subject to the procedures set forth below in
                  clause (ii) of this Section 3.3(b), 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
                  require that the Borrower prepay (and the Borrower agrees to
                  so prepay) in full such Lender's outstanding portion of the
                  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.

                                     - 18 -


                           (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 3.3(b) and a period of twenty (20) calendar days to
                  evaluate the Change of Control and make a determination as to
                  whether such Lender will accept payment of the Change of
                  Control Prepayment Amount (and related amounts as set forth in
                  clause (i) above), 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").

                           (iii)    Lenders electing to have their Loans prepaid
                  pursuant to this Section 3.3(b) 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 10.1 and (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 Credit Agreement and the other
                  Credit Documents.

                  (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.

         3.4      [RESERVED].

         3.5      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").

         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 (as
defined below), then, within 15 days of demand by such Lender, the Borrower
shall pay such Lender the amount necessary to compensate for any shortfall in

                                     - 19 -


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.

                                     - 20 -


         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;

                           (ii)     deliver to the Borrower and the
                  Administrative Agent two (2) further copies of any such form
                  or

                                     - 21 -


                  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 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

                                     - 22 -


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, 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.

                  (b)      (i) Funding by Lenders; Presumption by Administrative
         Agent. Unless the Administrative Agent shall have received notice from
         a Lender prior to the Closing Date that such Lender will not make
         available to the Administrative Agent such Lender's Term Loan
         Commitment Percentage, the Administrative Agent may assume that such
         Lender has made such share available on such date in accordance with
         Section 2.1 and may, in reliance upon such assumption, make available
         to the Borrower a corresponding amount. In such event, if a Lender has
         not in fact made its share of the Term Loan available to the
         Administrative Agent, then the applicable Lender and the Borrower
         severally agree to pay to the Administrative Agent forthwith on demand
         such corresponding amount in immediately available funds with interest
         thereon, for each day from and including the date such amount is made
         available to the Borrower to but excluding the date of payment to the
         Administrative Agent, at (A) in the case of a payment to be made by
         such Lender, the greater of the Federal Funds Rate and a rate
         determined by the Administrative Agent in accordance with banking
         industry rules on interbank compensation and (B) in the case of a
         payment to be made by the Borrower, the Federal Funds Rate. If the
         Borrower and such Lender shall pay such interest to the Administrative
         Agent for the same or an overlapping period, the Administrative Agent
         shall promptly remit to the Borrower the amount of such interest paid
         by the Borrower for such period. If such Lender pays its share of the
         Term Loan to the Administrative Agent, then the amount so paid shall
         constitute such Lender's Term Loan Commitment

                                     - 23 -


         Percentage. Any payment by the Borrower shall be without prejudice to
         any claim the Borrower may have against a Lender that shall have failed
         to make such payment to the Administrative Agent.

                  (ii)     Payments by Borrower; Presumptions by Administrative
         Agent. Unless the Administrative Agent shall have received notice from
         the Borrower prior to the date on which any payment is due to the
         Administrative Agent for the account of the Lenders hereunder that the
         Borrower will not make such payment, the Administrative Agent may
         assume that the Borrower has made such payment on such date in
         accordance herewith and may, in reliance upon such assumption,
         distribute to the Lenders, as the case may be, the amount due. In such
         event, if the Borrower has not in fact made such payment, then each of
         the Lenders, as the case may be, severally agrees to repay to the
         Administrative Agent forthwith on demand the amount so distributed to
         such Lender, in immediately available funds with interest thereon, for
         each day from and including the date such amount is distributed to it
         to but excluding the date of payment to the Administrative Agent, at
         the greater of the Federal Funds Rate and a rate determined by the
         Administrative Agent in accordance with banking industry rules on
         interbank compensation.

                  (c)      Obligations of Lenders Several. The obligations of
         the Lenders hereunder to fund its Term Loan Commitment Percentage and
         to make payments pursuant to Section 10.5 are several and not joint.
         The failure of any Lender to fund its Term Loan Commitment Percentage
         or to make any payment under Section 10.5 on any date required
         hereunder shall not relieve any other Lender of its corresponding
         obligation to do so on such date, and no Lender shall be responsible
         for the failure of any other Lender to so fund its Term Loan Commitment
         Percentage or to make its payment under Section 10.5.

         A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this Section 3.12 shall be conclusive, absent
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

                                     - 24 -


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 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, 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. 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

                                     - 25 -


         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, 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
                  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
                  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.

                                     - 26 -


         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.

                  (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.

                                     - 27 -


                                    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 Term Note for each Lender requesting a Term Note,
         executed by the Borrower;

                  (c)      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;

                  (d)      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(d);

                  (e)      Since August 28, 2004 there shall not have occurred
         nor otherwise exist an event or condition which has a Material Adverse
         Effect;

                  (f)      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; and

                  (g)      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 the Loans to be made on the
Funding Date 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 to the
         Administrative Agent, an appropriate Notice of Borrowing;

                                     - 28 -


                  (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; and

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

                                    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 28, 2004 and the audited consolidated
statements of earnings and statements of cash flows for the year ended August
28, 2004 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 28, 2004 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 28, 2004, 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

                                     - 29 -


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).

         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

                                     - 30 -


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
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

                                     - 31 -


         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
         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

                                     - 32 -


         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 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.

                                     - 33 -


                  (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, capital expenditures and 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:

                                     - 34 -


                  (a)      Annual Financial Statements. As soon as available,
         and in any event within the earlier of (i) the 100th day after the end
         of each fiscal year of the Borrower and (ii) the day that is ten (10)
         Business Days after the date the Borrower's annual report on Form 10-K
         is required to be filed with the Securities and Exchange Commission, 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 the earlier of (i) the 50th day after the end
         of each of the first three fiscal quarters of each fiscal year of the
         Borrower and (ii) the day that is five (5) Business Days after the date
         the Borrower's quarterly report on Form 10-Q is required to be filed
         with the Securities and Exchange Commission, 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, (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 and (iii)
         certifying as to the Borrower's current senior unsecured (non-credit
         enhanced) long term debt rating from S&P and/or Moody's.

                  (d)      Reports. Promptly upon transmission or receipt
         thereof, (a) copies of any filings on Forms 8-K, 10-Q or 10-K and any
         other material filings or registrations with the Securities and
         Exchange Commission, or any successor agency, and copies of all
         financial statements, proxy statements, material notices and material
         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

                                     - 35 -


         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 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).

                                     - 36 -


                  (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)      Debt Rating. No later than five (5) days after a
         Financial Officer obtains knowledge of any such issuance of change,
         give notice to the Administrative Agent (by telephone, followed
         promptly by written notice transmitted by facsimile with a hard copy
         sent promptly thereafter) of any issuance of change (either expressly
         or pursuant to a letter from S&P or Moody's stating an "implied"
         rating), in rating by S&P or Moody's in respect of the Borrower's
         non-credit enhanced senior long-term debt (secured or unsecured),
         together with details thereof.

                  (i)      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.

         Documents required to be delivered pursuant to Section 6.1(a), (b) or
(d) (to the extent any such documents are included in materials otherwise filed
with the Securities and Exchange Commission) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed in Section 10.1; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of all officer's certificates delivered pursuant to Section 6.1(c) to the
Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) the Borrower shall notify
the Administrative Agent (by telecopier or electronic mail) of the posting of
any documents required to be delivered pursuant to Section 6.1(a), (b) or (d).
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the officer's certificate required by
Section 6.1(c) to the Administrative Agent. Except for such officer's
certificates required by Section 6.1(c), the Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.

                                     - 37 -


         The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arranger will make available to the Lenders materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another
similar electronic system (the "Platform") and (b) certain of the Lenders may be
"public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Borrower or its securities) (each, a
"Public Lender"). The Borrower shall be under no obligation to mark any
materials "PUBLIC" (as set forth below), except that so long as any Lender is a
Public Lender, the Borrower hereby agrees that (w) all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously
marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall
appear prominently on the first page thereof; (x) by marking Borrower Materials
"PUBLIC," the Borrower shall be deemed to have authorized the Administrative
Agent, the arrangers and the Lenders to treat such Borrower Materials as either
publicly available information or not material information (although it may be
sensitive and proprietary) with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws; (y) all Borrower
Materials marked "PUBLIC" are permitted to be made available through a portion
of the Platform designated "Public Investor;" and (z) the Administrative Agent
and the Arranger shall be entitled to treat any Borrower Materials that are not
marked "PUBLIC" as being suitable only for posting on a portion of the Platform
not designated "Public Investor."

         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

                                     - 38 -


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.

         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.

                                     - 39 -


                                    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, 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

                                     - 40 -


         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 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

                                     - 41 -


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.

                                     - 42 -


                                    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

                                     - 43 -


                  (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

                                     - 44 -


         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:

                  (a)      Termination of Term Loan Commitments. Declare the
         Term Loan Commitment of each Lender terminated, whereupon such
         commitments shall be 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 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 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 AND AUTHORITY.

         Each of the Lenders hereby irrevocably appoints Fleet (and Fleet hereby
accepts such appointment) to act on its behalf as the Administrative Agent
hereunder and under the other Credit Documents (in accordance with the role
established for the Administrative Agent in this Credit Agreement and such other
Credit Documents) and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative

                                     - 45 -


Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto. The provisions of this Section are solely for
the benefit of the Administrative Agent and the Lenders, and the Borrower shall
not have rights as a third party beneficiary of any of such provisions.

         9.2      RIGHTS AS A LENDER.

         The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

         9.3      EXCULPATORY PROVISIONS.

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Credit Documents.
Without limiting the generality of the foregoing, the Administrative Agent:

                  (a)      shall not be subject to any fiduciary or other
         implied duties, regardless of whether a Default has occurred and is
         continuing;

                  (b)      shall not have any duty to take any discretionary
         action or exercise any discretionary powers, except discretionary
         rights and powers expressly contemplated hereby or by the other Credit
         Documents that the Administrative Agent is required to exercise as
         directed in writing by the Required Lenders (or such other number or
         percentage of the Lenders as shall be expressly provided for herein or
         in the other Credit Documents), provided that the Administrative Agent
         shall not be required to take any action that, in its opinion or the
         opinion of its counsel, may expose the Administrative Agent to
         liability or that is contrary to any Credit Document or applicable law;
         and

                  (c)      shall not, except as expressly set forth herein and
         in the other Credit Documents, have any duty to disclose, and shall not
         be liable for the failure to disclose, any information relating to the
         Borrower or any of its Affiliates that is communicated to or obtained
         by the Person serving as the Administrative Agent or any of its
         Affiliates in any capacity.

         The Administrative Agent shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent

                                     - 46 -


shall be deemed not to have knowledge of any Default or Event of Default unless
and until notice describing such Default or Event of Default is given to the
Administrative Agent by the Borrower or a Lender.

         The Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Credit Agreement or any other Credit Document,
(ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default or Event
of Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Credit Agreement, any other Credit Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in
Section 4 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

         9.4      RELIANCE BY ADMINISTRATIVE AGENT.

         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 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). In determining compliance with any condition hereunder
to the making of a Loan, that by its terms must be fulfilled to the satisfaction
of a Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender prior to the making of such Loan.

         9.5      DELEGATION OF DUTIES.

         The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Credit Document by
or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such

                                     - 47 -


sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory
provisions of this Section shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

         9.6      RESIGNATION OF ADMINISTRATIVE AGENT.

         The Administrative Agent may at any time resign upon 20 days' written
notice to the Lenders and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States; 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 such successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above;
provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Credit Documents, (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section and (3) the retiring
Administrative Agent will provide to the Borrower and the Lenders reasonable
access to the Register and/or copies of each Lender's Administrative
Questionnaire. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Credit Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Credit Documents, the
provisions of this Section and Section 10.5 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

         9.7      NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

         Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Credit
Agreement. Each Lender also acknowledges that it will,

                                     - 48 -


independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Credit
Agreement, any other Credit Document or any related agreement or any document
furnished hereunder or thereunder.

         9.8      NO OTHER DUTIES, ETC.

         Anything herein to the contrary notwithstanding, none of the Book
Managers, Arrangers or other titles listed on the cover page hereof shall have
any powers, duties or responsibilities under this Credit Agreement or any of the
other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder.

         9.9      ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Borrower, the Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise

                  (a)      to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans and all
         other Obligations that are owing and unpaid and to file such other
         documents as may be necessary or advisable in order to have the claims
         of the Lenders and the Administrative Agent (including any claim for
         the reasonable compensation, expenses, disbursements and advances of
         the Lenders and the Administrative Agent and their respective agents
         and counsel and all other amounts due the Lenders and the
         Administrative Agent under Sections 3.5 and 10.5) allowed in such
         judicial proceeding; and

                  (b)      to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 3.5 and 10.5.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or

                                     - 49 -


to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

                                   SECTION 10

                                  MISCELLANEOUS

         10.1     NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

         (a)      Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

                  (i)      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
                           Website: www.autozone.com

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

                  (ii)     if to the Administrative Agent (for payments and
                  requests for Credit Extensions):

                           Fleet National Bank
                           Agency Services
                           1633 Broadway, 28th Floor
                           NY5-526-28-01
                           New York, NY 10019
                           Attn: Brenda Barnett
                           Telephone: (646) 366-4512
                           Telecopy: (646) 366-4508

                           Other notices to the Administrative Agent:

                           Bank of America, N.A.
                           100 N. Tryon Street

                                     - 50 -


                           NC 1-007-14-24
                           Charlotte, NC 28255-0001
                           Attn: Kimberly Crane
                           Telephone: (704) 387-5451
                           Telecopy: (704) 409-0901

                  (iii)    if to any other Lender, to the address, telecopier
                  number, electronic mail address or telephone number specified
                  in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

         (b)      Electronic Communications. Notices and other communications to
the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Section 2 if such Lender has notified
the Administrative Agent that it is incapable of receiving notices under such
Section by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

         Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

         (c)      Change of Address, Etc. Each of the Borrower and the
Administrative Agent may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrower and the
Administrative Agent.

         (d)      Reliance by Administrative Agent. The Administrative Agent and
the Lenders shall be entitled to rely and act upon, in good faith, any notices
purportedly given by or on behalf of the Borrower and reasonably understood by
the Administrative Agent and/or the Lenders, as

                                     - 51 -


applicable, to be authentic even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
the Administrative Agent and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower (but
excluding any such losses, costs, expenses and liabilities that (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of the
Administrative Agent or such Related Party or (y) result from a claim brought by
the Borrower against the Administrative Agent or such Related Party for breach
in bad faith of such party's obligations hereunder or under any other Credit
Document, if the Borrower has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction). All
telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

         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 7.3 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

                                     - 52 -


         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 both the Administrative Agent and, so long
         as no Default or Event of Default has occurred and is continuing, the
         Borrower, with each such consent to be evidenced in writing; provided
         that 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 Loans being assigned by such Lender)
         and in integral multiples of $1,000,000 above such amount. 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 (unless such fee is waived by the Administrative Agent)
         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 (i) notice of any such assignment to a new Lender and
         (ii) the request of such new Lender, it will promptly execute and
         deliver to such new Lender a Note substantially in the form of Schedule
         2.1(e). In the event a Lender assigns the entire amount of such
         Lender's Loans, such assigning Lender agrees to surrender its Note, if
         any, to the Borrower. 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

                                     - 53 -


         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 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

                                     - 54 -


         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 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

                                     - 55 -


                  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 and the Arrangers (and their respective
Affiliates) in connection with the syndication of the credit facilities provided
for herein, 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 (and their respective Affiliates) 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

                                     - 56 -


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 the Administrative Agent, each Lender, and their respective
officers, directors, employees, representatives, agents and Affiliates (each an
"Indemnitee") 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 the Administrative
Agent or 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 that (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by the Borrower
against an Indemnitee for breach in bad faith of such Indemnitee's obligations
hereunder or under any other Credit Document, if the Borrower has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction). 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 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

                                     - 57 -


         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) 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, such consent not to be
         unreasonably withheld; 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 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

                                     - 58 -


         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.

         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; 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

                                     - 59 -


         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.

                  (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
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 used by such Lender in connection with the financing hereunder:

                  (a)      no part of such funds constitutes assets allocated to
         any separate account (as such term is defined in Section 3(17) of
         ERISA) maintained by such Lender in which any employee benefit plan (or
         its related trust) has any interest;

                                     - 60 -


                  (b)      the source is either (i) an insurance company pooled
         separate account, within the meaning of Prohibited Transaction Class
         Exemption ("PTE") 90-1 (issued by the United States Department of Labor
         January 29, 1990), or (ii) a bank collective investment fund, within
         the meaning of PTE 91-38 (issued June 12, 1991 and amended by PTE
         2002-13 (issued March 1, 2002)), the requirements of Section III(b) of
         PTE 90-1 or Section III(b) of PTE 91-38 are and will continue to be
         satisfied, and no employee benefit plan or group of plans maintained by
         the same employer or employee organization beneficially owns more than
         10% of all assets allocated to such pooled separate account or
         collective investment fund;

                  (c)      the source is an "insurance company general account"
         within the meaning of PTE 95-60 (issued July 12, 1995 and amended by
         PTE 2002-13 (issued March 1, 2002)) and there is no employee benefit
         plan, treating as a single plan all plans maintained by the same
         employer or employee organization, with respect to which the amount of
         the general account reserves and liabilities for all contracts held by
         or on behalf of such plan, exceeds ten percent (10%) of the total
         reserves and liabilities of such general account (exclusive of separate
         account liabilities) plus surplus, as set forth in the NAIC Annual
         Statement for such Lender most recently filed with such Lender's state
         of domicile;

                  (d)      the source constitutes assets of an "investment fund"
         (within the meaning of Part V of PTE 84-14 issued March 13, 1984 and
         amended by PTE 2002-13 (issued March 1, 2002) (the "QPAM Exemption"))
         managed by a "qualified professional asset manager" or "QPAM" (within
         the meaning of Part V of the QPAM Exemption), and the applicable
         conditions of the QPAM Exemption are satisfied; or

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

As used in this Section 10.15, the term "employee benefit plan" shall have the
meaning assigned to such term in Section 3(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.

         10.177   USA PATRIOT ACT NOTICE.

         Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other

                                     - 61 -


information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

BORROWER:                                AUTOZONE, INC.

                                         By: /s/ Michael G. Archbold
                                             ----------------------------------
                                         Name: Michael G. Archbold
                                         Title: EVP & CFO

                                         By: /s/ Harry L. Goldsmith
                                             ----------------------------------
                                         Name: Harry L. Goldsmith
                                         Title: Sr. Vice President, Secretary &
                                                General Counsel

                                     - 62 -


ADMINISTRATIVE
AGENT:                                   FLEET NATIONAL BANK, as Administrative
                                         Agent

                                         By: /s/ Kendra Chase
                                             ----------------------------------
                                             Name: Kendra Chase
                                             Title: Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



LENDERS:                                 FLEET NATIONAL BANK, as a Lender

                                         By: /s/ Dan M. Killian
                                             ----------------------------------
                                         Name: Dan M. Killian
                                         Title: Senior Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         WACHOVIA BANK, NATIONAL ASSOCIATION

                                         By: /s/ Kevin P. Shea
                                             ----------------------------------
                                         Name: Kevin P. Shea
                                         Title: Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         BNP PARIBAS

                                         By: /s/ John Stacy
                                             ----------------------------------
                                         Name: John Stacy
                                         Title: Managing Director

                                         By: /s/ Craig Pierce
                                             ----------------------------------
                                         Name: Craig Pierce
                                         Title: Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         REGIONS BANK

                                         By: /s/ Coney Burgess
                                             ----------------------------------
                                         Name: Coney Burgess
                                         Title: Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         CALYON NEW YORK BRANCH

                                         By: /s/ Philippe Soustra
                                             ----------------------------------
                                         Name: Philippe Soustra
                                         Title: Executive Vice President

                                         By: /s/ Attila Coach
                                             ----------------------------------
                                         Name: Attila Coach
                                         Title: Managing Director

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         MIZUHO CORPORATE BANK (USA)

                                         By: /s/ Bertram Tang
                                             ----------------------------------
                                         Name: Bertram Tang
                                         Title: Senior Vice President & Team
                                                Leader

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         UNION BANK OF CALIFORNIA, N.A.

                                         By: /s/ Timothy P. Streb
                                             ----------------------------------
                                         Name: Timothy P. Streb
                                         Title: Senior Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         FIFTH THIRD BANK, N.A.

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

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         U.S. BANK NATIONAL ASSOCIATION

                                         By: /s/ Gregory L. Dryden
                                             ----------------------------------
                                         Name: Gregory L. Dryden
                                         Title: Senior Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         THE BANK OF NEW YORK

                                         By: /s/ Lucille C. Madden
                                             ----------------------------------
                                         Name: Lucille C. Madden
                                         Title: Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         NATIONAL CITY BANK

                                         By: /s/ Ralph A. Kaparos
                                             ----------------------------------
                                         Name: Ralph A. Kaparos
                                         Title: Senior Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         THE BANK OF TOKYO-MITSUBISHI, LTD.

                                         By: /s/ Linda Terry
                                             ----------------------------------
                                         Name: Linda Terry
                                         Title: Vice President

                                                                  AUTOZONE, INC.
                                                                  DECEMBER 2004



                                         COMERICA BANK

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



                                 SCHEDULE 1.1(a)

                              APPLICABLE PERCENTAGE



                                           Applicable Margin
 Pricing          S&P/Moody's                     for            Applicable Margin for
  Level             Rating                  Eurodollar Loans         Base Rate Loans
  -----             ------                 ----------------         ---------------
                                                        
Level I          A-/A3 or above                 40.0 bps                    0
Level II         BBB+/Baa1                      50.0 bps                    0
Level III        BBB/Baa2                       62.5 bps                    0
Level IV         BBB-/Baa3                      87.5 bps                    0
Level V          Below BBB-/Baa3                112.5 bps                   0


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 1.1(b)

                           FORM OF NOTICE OF BORROWING

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NY5-526-28-01
New York, NY 10019
Attn: Agency Services

Ladies and Gentlemen:

         The undersigned, AUTOZONE, INC. (the "Borrower"), refers to the Credit
Agreement dated as of December 23, 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 Wachovia Bank,
National Association, 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 the
definition of "Funding Date" in Section 1.1 of the Credit Agreement that it
requests the Term Loan 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)       December 30, 2004

(B)      Principal Amount of
         Borrowing                       $300,000,000.00

(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) and (d) of such Section, are true and correct.

                                         Very truly yours,

                                         AUTOZONE, INC.

                                         By:
                                         Name:
                                         Title:



                                 SCHEDULE 2.1(a)

                                     LENDERS



                                                           Term                    Commitment
                   Lender                               Commitment                 Percentage
                   ------                               ----------                 ----------
                                                                           
Wachovia Bank, National Association                    37,500,000.00              12.500000000%
Fleet National Bank                                    37,500,000.00              12.500000000%
BNP Paribas                                            35,000,000.00              11.666666667%
Regions Bank                                           35,000,000.00              11.666666667%
Calyon New York Branch                                 35,000,000.00              11.666666667%
Mizuho Corporate Bank, Ltd., New York Branch           30,000,000.00              10.000000000%
Union Bank of California, N.A.                         25,000,000.00               8.333333333%
Fifth Third Bank, N.A.                                 20,000,000.00               6.666666667%
U.S. Bank National Association                         15,000,000.00               5.000000000%
The Bank of New York                                   10,000,000.00               3.333333333%
National City Bank                                      7,500,000.00               2.500000000%
The Bank of Tokyo-Mitsubishi, Houston Agency            7,500,000.00               2.500000000%
Comerica Bank                                           5,000,000.00               1.666666667%

Total:                                               $300,000,000.00             100.000000000%




                                 SCHEDULE 2.1(e)

                                FORM OF TERM NOTE

                                                               December 23, 2004

         FOR VALUE RECEIVED, AUTOZONE, INC., a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of [NAME OF LENDING
INSTITUTION], its successors and assigns (the "Lender"), at the office of Fleet
National Bank, as Administrative Agent (the "Administrative Agent"), at 1633
Broadway, 28th Floor, NY5-526-28-01, New York, NY 10019, Attn: Agency Services
(or at such other place or places as the holder hereof may designate), on the
Termination Date as set forth in the Credit Agreement, dated as of December 23,
2004, among the Borrower, the Lenders and the Administrative 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), in Dollars and in immediately
available funds, the aggregate unpaid principal amount of such Lender's Term
Loan Commitment Percentage of the Term Loan, 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.

         Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.

         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
NY5-526-28-01
New York, NY 10019
Attn: Agency Services

Ladies and Gentlemen:

         The undersigned, AutoZone, Inc. (the "Borrower"), refers to the Credit
Agreement dated as of December 23, 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 Wachovia Bank,
National Association, 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 Term
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)      Circle one:

         (i)      [Interest Period and the
                  last day thereof]            _______________________

         OR

         (ii)     [Automatic rolling subsequent
                  three-month Interest Periods]          N/A

                                         Very truly yours,

                                         AUTOZONE, INC.

                                         By: __________________________________
                                         Name: ________________________________
                                         Title: _______________________________



                                 SCHEDULE 4.1(f)

                              FORM OF LEGAL OPINION

                                December 23, 2004

Fleet National Bank,
  as Administrative Agent for the Lenders
1633 Broadway, 28th Floor
NY5-526-28-01
New York, NY 10019
Attn: Agency Services

         RE: AutoZone, Inc. Credit Agreement dated as of December 23, 2004

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 Credit Agreement dated as of December 23, 2004
among AutoZone, Inc., as Borrower, the several Lenders from time to time party
thereto, Fleet National Bank, as Administrative Agent, and Wachovia Bank,
National Association, 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 AutoZone 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 AutoZone 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



                                  SCHEDULE 5.5

                               MATERIAL LITIGATION

AutoZone, Inc. ("AutoZone" or the "Company") is a defendant in a lawsuit
entitled "Coalition for a Level Playing Field, L.L.C., et al., v. AutoZone, Inc.
et al.," filed in the U.S. District Court for the Southern District of New York
in October 2004. The case was filed by approximately 159 plaintiffs, which are
principally automotive aftermarket warehouse distributors and jobbers, against
18 defendants, five of which are principally automotive afterparts retailers and
13 of which are principally afterparts manufacturers. The plaintiffs allege,
inter alia, that the automotive afterparts retailer defendants have conspired
with the afterparts manufacturer defendants to receive benefits such as volume
discounts, rebates, early buy allowances and other allowances, fees, inventory
without payment, sham advertising and promotional payments, a share in the
manufacturers' profits and excessive payments for services purportedly performed
for the manufacturers in violation of the Robinson-Patman Act and the Sherman
Act (collectively, the "Acts"). Additionally, a subset of plaintiffs alleges a
claim of fraud against the automotive afterparts retailer defendants based on
discovery issues in a prior litigation involving similar Robinson-Patman Act
claims. In the prior litigation, the discovery dispute, as well as the
underlying claims, was decided in favor of AutoZone and the other automotive
afterparts retailer defendants who proceeded to trial, pursuant to a unanimous
jury verdict which was affirmed by the Second Circuit. In the current
litigation, Plaintiffs seek an unspecified amount of damages (including
statutory trebling), attorneys' fees, and a permanent injunction prohibiting the
afterparts retailer defendants from inducing and/or knowingly receiving
discriminatory prices from any of the afterparts manufacturer defendants and
from opening up any further stores to compete with plaintiffs as long as
defendants allegedly continue to violate the Acts. The Company believes this
suit to be without merit and will vigorously defend against it.

The Company currently, and from time to time, is involved in various other legal
proceedings incidental to the conduct of its business. Although the amount of
liability that may result from these proceedings cannot be ascertained, the
Company does not currently believe that in the aggregate, these other matters
will result in liabilities material to the Company's financial condition,
results of operations or cash flows.



                                  SCHEDULE 5.12

                                  SUBSIDIARIES

AutoZone, Inc. as of October 20, 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
60 Madison Avenue, LLC



                                 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 Credit Agreement dated as of December 23, 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 Wachovia Bank, National Association, 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

         c.       The Borrower's current senior unsecured (non-credit enhanced)
                  long term debt rating from S&P is __________ and from Moody's
                  is __________ .

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: _______________________________



                       ATTACHMENT TO OFFICER'S CERTIFICATE

                       COMPUTATION OF FINANCIAL COVENANTS



                                  SCHEDULE 7.5

                             SUBSIDIARY INDEBTEDNESS

AutoZone, Inc. as of October 20, 2004

Subsidiary Indebtedness



                                                    Indebtedness
Subsidiary                                    as of December 23, 2004
- ----------                                    ------------------------
                                           
AutoZone Texas, L.P.                                $  6,175,000




                                SCHEDULE 10.3(b)

                                     FORM OF
                            ASSIGNMENT AND ASSUMPTION

         This Assignment and Assumption (this "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as
a Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.

         1.       Assignor:      ______________________________

         2.       Assignee:      ______________________________ [and is an
                                 Affiliate/Approved Fund of [identify Lender]]

         3.       Borrower(s):   AUTOZONE, INC. (the "Company")

         4.       Administrative Agent: FLEET NATIONAL BANK, as the
administrative agent under the Credit Agreement



         5.       Credit Agreement: Credit Agreement, dated as of December 23,
2004, among the Company, the Lenders from time to time party thereto, and Fleet
National Bank, as Administrative Agent.

         6.       Assigned Interest:



                        AGGREGATE
                         AMOUNT OF            AMOUNT OF          PERCENTAGE
                     COMMITMENT/LOANS     COMMITMENT/LOANS       ASSIGNED OF
FACILITY ASSIGNED    FOR ALL LENDERS*         ASSIGNED*       COMMITMENT/LOANS(1)  CUSIP NUMBER
- -----------------    ----------------     ----------------    -------------------  ------------
                                                                       
   ___________         $____________      $________________     ______________%
   ___________         $____________      $________________     ______________%


         [7.      Trade Date: __________________](2)

         Effective Date: __________________, 20__ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                               ASSIGNOR
                                               --------
                                               [NAME OF ASSIGNOR]

                                               By: ____________________________
                                                   Title:

                                               ASSIGNEE
                                               --------
                                               [NAME OF ASSIGNEE]

                                               By: ____________________________
                                                   Title:

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

*Amount to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.

(1) Set forth, to at least 9 decimals, as a percentage of the Commitment of all
Lenders thereunder.

(2) To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.



[Consented to and](3) Accepted:

FLEET NATIONAL BANK,
as Administrative Agent

By: _________________________________
    Title:

[Consented to:](4)

By: _________________________________
    Title:

- ------------------
(3) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(4) To be added only if the consent of the Company is required by the terms of
the Credit Agreement.



                      ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

         1.       Representations and Warranties.

                  1.1.     Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.

                  1.2.     Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the
Credit Agreement (subject to receipt of such consents as may be required under
the Credit Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to
the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
6.07 thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor 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 the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

         2.       Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective
Date.



         3.       General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of New York.