Underwriting Agreement, dated May 29, 2003, by and among the Company and Citigroup Global Markets Inc. and SunTrust Capital Markets, Inc

Contract Categories: Business Finance - Underwriting Agreements
EX-1.2 4 a90608exv1w2.txt EX-1.2 EXHIBIT 1.2 AUTOZONE, INC. (a Nevada corporation) Debt Securities TERMS AGREEMENT May 29, 2003 To: AutoZone, Inc. 123 South Front Street Memphis, Tennessee 38103 Ladies and Gentlemen: We understand that AutoZone, Inc., a Nevada corporation (the "Company"), proposes to issue and sell $200,000,000 aggregate principal amount of its senior debt securities (such securities also being hereinafter referred to as the "Underwritten Securities"). Each provision of the Underwriting Agreement dated May 29, 2003 among the Company, Citigroup Global Markets Inc. and SunTrust Capital Markets, Inc. is hereby incorporated by reference herein in its entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provision had been set forth in full herein. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below.
Principal Amount Underwriter of Underwritten Securities - ----------- -------------------------- Citigroup Global Markets Inc.................................................... $ 60,000,000 SunTrust Capital Markets, Inc................................................... 60,000,000 Banc of America Securities LLC.................................................. 10,760,000 Fleet Securities, Inc........................................................... 10,760,000 J.P. Morgan Securities Inc...................................................... 10,760,000 Merrill Lynch, Pierce Fenner & Smith............................................ 10,760,000 Incorporated Wachovia Securities, Inc........................................................ 10,760,000 Banc One Capital Markets, Inc................................................... 2,620,000 BNP Paribas Securities Corp..................................................... 2,620,000 BNY Capital Markets, Inc........................................................ 2,620,000 Credit Lyonnais Securities (USA) Inc............................................ 2,620,000 Fifth Third Securities, Inc..................................................... 2,620,000 FTN Financial Securities Corp................................................... 2,620,000 McDonald Investments Inc........................................................ 2,620,000 Morgan Keegan & Company, Inc.................................................... 2,620,000 NatCity Investments, Inc........................................................ 2,620,000 U.S. Bancorp Piper Jaffray Inc.................................................. 2,620,000 ------------- Total........................................................................... $ 200,000,000 =============
The Underwritten Securities shall have the following terms: Title: 4.375% Senior Notes due 2013 Ranking: Senior and unsecured Ratings: Baa2/BBB+ Aggregate principal amount: $200,000,000 Denominations: $1,000 and integral multiples of $1,000 Currency of payment: U.S. Dollars Interest rate or formula: 4.375% Interest payment dates: June 1 and December 1 Regular record dates: May 15 and November 15 Stated maturity date: June 1, 2013 Redemption provisions: The Underwritten Securities will be redeemable, in whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to accrued and unpaid interest on the 2 principal amount being redeemed to the redemption date, plus the greater of (i) 100% of the principal amount of such Underwritten Securities; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Underwritten Securities (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 0.20%. The terms of these redemption provisions (including defined terms) will be as set forth in the Prospectus Supplement dated the date hereof relating to the Underwritten Securities. Sinking fund requirements: None Conversion provisions: None Listing requirements: None Restriction on sale of Until the Closing Time in accordance with Section Securities: 3(j) of the Underwriting Agreement Type of offering: Fixed price offering Initial public offering 99.17% of the principal amount, plus accrued price per Underwritten interest, if any, from June 3, 2003 Security: Purchase price per 98.52% of principal amount, plus accrued interest, Underwritten Security if any, from June 3, 2003. The selling concession payable by Underwriters: shall be 0.40% and the reallowance concession shall be 0.25%, in each case of the principal amount of the Underwritten Securities Form: One registered note in global form Other terms and conditions: The Underwriters hereby agree to reimburse, at the Closing Time, the Company for expenses incurred by the Company in connection with the offering of the Underwritten Securities of $100,000 Closing Time and location: 10:00 A.M. (New York City time), on June 3, 2003, at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York, 10017 3 Please accept this offer no later than 4:30 P.M. (New York City time) on May 29, 2003 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, CITIGROUP GLOBAL MARKETS INC. By: /s/ Michael Eck -------------------------------- Authorized Signatory SUNTRUST CAPITAL MARKETS, INC. By: /s/ James J. Stathis -------------------------------- Authorized Signatory Acting on behalf of themselves and the other several named Underwriters. Accepted: AUTOZONE, INC. By: /s/ Michael Archbold ------------------------------- Name: Michael Archbold Title: Senior Vice President and Chief Financial Officer By: /s/ James A. Cook III ------------------------------- Name: James A. Cook III Title: Vice President and Treasurer 4