TERM NOTE
$50,000,000.00 January 27, 1998
FOR VALUE RECEIVED, the undersigned, O'REILLY AUTOMOTIVE, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
NATIONSBANK, N.A. (the "Lender"), at the Principal Office of the Administrative
Agent, in lawful money of the United States of America and in immediately
available funds, the principal amount of FIFTY MILLION AND NO/100 DOLLARS
($50,000,000.00) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Term Loans made by the Lender to the Borrower under the
Credit Agreement referred to below, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of such Term Loans, at such office, in like money and funds, for the
period commencing on the date of such Term Loans until such Term Loans shall be
paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.
The Borrower hereby authorizes the Lender to record in its records the
amount of the Term Loans and Type of Accounts established thereunder and all
Continuations, Conversions and payments of principal in respect thereto, which
records shall, in the absence of manifest error constitute prima facie evidence
of the accuracy thereof; provided, however, that the failure to make such
notation with respect to the Term Loans, or such Accounts or payment shall not
limit or otherwise affect the obligations of the Borrower under the Credit
Agreement or this Term Note.
This Term Note is one of the Term Notes referred to in the Credit Agreement
dated as of January 27, 1998, among the Borrower, the Lender, the other lenders
party thereto (collectively with the Lender, the "Lenders"), NationsBank, N.A.,
as administrative agent for such lenders ("Administrative Agent") and
NationsBanc Xxxxxxxxxx Securities, LLC as syndication agent (such Credit
Agreement, as the same may be amended or otherwise modified from time to time,
being referred to herein as the "Credit Agreement") and evidences the Term Loans
made by the Lender thereunder. The Credit Agreement, among other things,
contains provisions for acceleration of the maturity of this Term Note upon the
happening of certain stated events and for prepayments of Term Loans prior to
the maturity of this Term Note upon the terms and conditions specified in the
Credit Agreement. Capitalized terms used in this Term Note have the respective
meanings assigned to them in the Credit Agreement.
THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.
Except for any notice expressly required by the Loan Documents, the
Borrower and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this Term Note jointly and severally
waive notice, presentment, demand for payment, protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice of intent to demand, diligence in collecting, grace and all other
formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Term Note, all without prejudice
to the holder. The holder shall similarly have the right to deal in any way, at
any time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release any such party or to grant any other
indulgences or forbearances whatsoever, without notice to any other party and
without in any way affecting the personal liability of any party hereunder.
O'REILLY AUTOMOTIVE, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: CFO & Treasurer
