Exhibit 10.66
REVOLVING NOTE
August 15, 2002
FOR VALUE RECEIVED, TRACTOR SUPPLY COMPANY, a Delaware corporation (the
"BORROWER"), hereby promises to pay to the order of BANK OF AMERICA, N.A. (the
"LENDER"), at the office of Bank of America, N.A. (the "ADMINISTRATIVE AGENT"),
as set forth in that certain Credit Agreement (as it may be amended, modified,
extended or restated from time to time, the "CREDIT AGREEMENT"), dated as of
August 15, 2002 among the Borrower, the Subsidiary Guarantors, the Lenders party
thereto (including the Lender) and Bank of America, N.A., as Administrative
Agent (or at such other place or places as the holder of this Revolving Note may
designate), the principal sum of such Lender's Revolving Commitment or, if less,
the aggregate unpaid principal amount of all Revolving Loans made by the Lender
to the Borrower, together with interest thereon at the rates per annum and on
the dates provided in the Credit Agreement.
This Note is one of the Revolving Notes referred to in the Credit
Agreement and evidences Revolving Loans made by the Lender thereunder. All
capitalized terms used in this Revolving Note and not otherwise defined shall
have the meanings provided in the Credit Agreement and the terms and conditions
of the Credit Agreement are expressly incorporated herein and made a part
hereof.
The Credit Agreement provides for the acceleration of the maturity of
the Revolving Loans evidenced by this Revolving Note upon the occurrence of
certain events (and for payment of collection costs in connection therewith) and
for prepayments of Revolving Loans upon the terms and conditions specified
therein. In the event this Revolving Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorney fees.
The date, amount, type, interest rate and duration of Interest Period
(if applicable) of each Revolving Loan made by the Lender to the Borrower, and
each payment made on account of the principal thereof, shall be recorded by the
Lender on its books; provided that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower to
make a payment when due of any amount owing hereunder or under this Revolving
Note in respect of the Revolving Loans to be evidenced by this Revolving Note,
and each such recordation or endorsement shall be prima facie evidence of such
information, absent manifest error.
Except as permitted by Section 11.3(b) of the Credit Agreement, this
Revolving Note may not be assigned by the Lender to any other Person.
THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
executed as of the date first above written.
TRACTOR SUPPLY COMPANY, a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-------------------------------------------
Title: Senior Vice President/C.F.O.
------------------------------------------
2
