REVOLVING NOTE
$125,000,000.00 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 ONE HUNDRED TWENTY FIVE MILLION AND
NO/100 DOLLARS ($125,000,000.00) or such lesser amount as shall equal the
aggregate unpaid principal amount of the Revolving 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 each such Revolving Loan, at such office, in like
money and funds, for the period commencing on the date of such Revolving Loan
until such Revolving Loan 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 each Revolving Loan and Type of Accounts established under each
Revolving Loan and all Continuations, Conversions and payments of principal in
respect thereof, 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 any such Revolving Loan or
payment shall not limit or otherwise affect the obligations of the Borrower
under the Credit Agreement or this Revolving Note.
This Revolving Note is one of the Revolving 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 the 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
Revolving Loans made by the Lender thereunder. The Credit Agreement, among other
things, contains provisions for acceleration of the maturity of this Revolving
Note upon the happening of certain stated events and for prepayments of
Revolving Loans prior to the maturity of this Revolving Note upon the terms and
conditions specified in the Credit Agreement. Capitalized terms used in this
Revolving Note have the respective meanings assigned to them in the Credit
Agreement.
THIS REVOLVING 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 notices 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 Revolving 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 Revolving 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 release
or substitute part or all of the collateral securing this Revolving Note, 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.
X'XXXXXX AUTOMOTIVE, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: CFO & Treasurer
