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EXHIBIT 10.38
TERM NOTE
Nashville, Tennessee $15,000,000.00
June 30, 1998
FOR VALUE RECEIVED, TRACTOR SUPPLY COMPANY, a Delaware corporation (the
"Borrower"), promises and agrees to pay to the order of SUNTRUST BANK,
NASHVILLE, N.A., a national bank (the "Lender"), at its offices in Nashville,
Tennessee, or at such other place as may be designated in writing by the holder,
in lawful money of the United States of America, the principal sum of up to
Fifteen Million and no/100 Dollars ($15,000,000) together with interest from the
date hereof on the unpaid principal balance outstanding, from time to time
hereon computed, from the date of each advance until maturity at a fixed rate of
interest equal to 6.75% per annum. The interest rate hereunder shall be
calculated based upon a year of 360 days for the actual number of days elapsed.
This Note is executed in connection with that certain Loan Agreement between the
Borrower and Xxxxxx dated as of June 30, 1998, as amended thereafter (the "Loan
Agreement").
This Note shall be payable as follows: (a) commencing on the last day
of July, 1998 and on the last day of each consecutive month thereafter through
and including May 31, 2005, the Borrower shall pay to Lender an amount equal to
$178,572.00, plus all accrued interest, and (b) on June 30, 2005 (the "Maturity
Date"), this Note shall mature, and the Borrower shall pay to Lender an amount
equal to all accrued interest and all outstanding principal. All payments of
principal and interest to the Lender shall be in immediately available funds.
This Note may not be prepaid in whole or in part except in accordance
with the terms of the Loan Agreement.
Notwithstanding any provision to the contrary, it is the intent of the
Lender, the Borrower, and all parties liable on this Note, that neither the
Lender nor any subsequent holder shall be entitled to receive, collect, reserve
or apply, as interest, any amount in excess of the maximum lawful rate of
interest permitted to be charged by applicable law or regulations, as amended or
enacted from time to time. In the event the Note calls for an interest payment
that exceeds the maximum lawful rate of interest then applicable, such interest
shall not be received, collected, charged, or reserved until such time as that
interest, together with all other interest then payable, falls within the then
applicable maximum lawful rate of interest. In the event the Lender, or any
subsequent holder, receives any such interest in excess of the then maximum
lawful rate of interest, such amount which would be excessive interest shall be
deemed a partial prepayment of principal and treated hereunder as such, or, if
the principal indebtedness evidenced hereby is paid in full, any remaining
excess funds shall immediately be paid to the Borrower. In determining whether
or not the interest paid or payable, under any specific contingency, exceeds the
maximum lawful rate of interest, the Borrower and the Lender shall, to the
maximum extent permitted under applicable law, (a) exclude voluntary prepayments
and the effects thereof, and (b) amortize, prorate, allocate, and spread, in
equal parts, the total amount of interest throughout the entire term of the
indebtedness; provided that if the indebtedness is paid in full prior to the end
of the full contemplated term hereof, and if the interest received for the
actual period of existence hereof exceeds the maximum lawful rate of interest,
the holder of the Note shall refund to the Borrower the amount of such excess or
credit the amount of such excess against the principal portion of the
indebtedness as of the date it was received, and, in such event, the Lender
shall not be subject to any penalties provided by any laws for contracting for,
charging, reserving, collecting or receiving interest in excess of the maximum
lawful rate of interest.
Following any default in payment of principal or interest, the
outstanding principal and unpaid interest shall bear interest at the Default
Rate (as such term is defined in the Loan Agreement) until such default is cured
or waived. In case of suit, or if this obligation is placed in an attorney's
hands for collection or to protect the Lender's rights or security under this
agreement, the undersigned Borrower will pay all costs of collection and
litigation, including a reasonable attorney's fee.
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Subject to any applicable notice and cure periods contained in the Loan
Agreement, upon the occurrence of an Event of Default as defined in the Loan
Agreement, the Lender may declare all principal and interest outstanding
hereunder to be due, payable and collectible then or thereafter, without notice,
as the holder may elect, regardless of the date of maturity. The holder may
waive any default before or after the same has been declared and restore this
Note to full force and effect without impairing any rights hereunder, such right
or waiver being a continuing one.
The makers, endorsers, guarantors and all parties to this Note and all
who may become liable for same, jointly and severally waive presentment for
payment, protest, notice of protest, notice of nonpayment of this Note, demand
and all legal diligence in enforcing collection, and hereby expressly agree that
the lawful owner or holder of this Note may defer or postpone collection of the
whole or any part thereof, either principal and/or interest, or may extend or
renew the whole or any part thereof, either principal and/or interest, or may
accept additional collateral or security for the payment of this Note, or may
release the whole or any part of any collateral security and/or liens given to
secure the payment of this Note, or may release from liability on account of
this Note any one or more of the makers, endorsers, guarantors and/or other
parties thereto, all without notice to them or any of them; and such deferment,
postponement, renewal, extension, acceptance of additional collateral or
security and/or release shall not in any way affect or change the obligation of
any such maker, endorser, guarantor or other party to this Note, or of any who
may become liable for the payment thereof.
This Note has been executed and delivered in, and shall be governed by
and construed according to the laws of the State of Tennessee except to the
extent pre-empted by applicable laws of the United States of America.
This Note may not be changed or terminated without the prior written
approval of the Lender and the Borrower. No waiver of any term or provision
hereof shall be valid unless in writing signed by the holder.
Executed as of the 30th day of June, 1998.
BORROWER:
TRACTOR SUPPLY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice-President
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