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EXHIBIT 10.2
REVOLVING CREDIT NOTE
$15,000,000.00 Nashville, Tennessee
As of March _23rd, 1998
IN CONSIDERATION OF the undertaking of SunTrust Bank Nashville, N.A.
(the "Bank") to make advances to Tractor Supply Company, a Delaware corporation
(the "Borrower"), pursuant to the Credit Agreement, the Borrower hereby
unconditionally promises to pay to the order of the Bank, at the offices of the
Agent at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, on the Termination
Date, as the same may be extended, the principal sum of Fifteen Million and
00/100 Dollars ($15,000,000.00) or, if less, the aggregate unpaid principal
amount of all advances made by the Bank to the Borrower, pursuant to the Credit
Agreement, together with interest thereon as provided for in Article 2 of the
Credit Agreement. The Borrower shall have the right at any time and from time to
time to repay or prepay any part or all of the obligations evidenced hereby
without premium or penalty, and without curtailing the Borrower's right to
further advances during the term hereof, which further advances, together with
all outstanding and unpaid advances, shall never exceed the face amount hereof,
provided, however, that Eurodollar Loans may not be prepaid except at the end of
the Eurodollar Interest Period applicable thereto, unless such prepayment is
made pursuant to Sections 2.8, 2.9 or 2.10 of the Credit Agreement.
If the Borrower shall fail to pay, when due (whether at maturity, by
reason of acceleration, or otherwise) all or any portion of the obligations due
under the terms of this Note or pursuant to the Credit Agreement, such unpaid
past due amount shall no longer bear interest in accordance with the terms of
the preceding paragraph, but, at the election of the Majority Banks, shall bear
interest for each day from the day on which it was so due until paid in full at
a rate per annum equal to the Default Rate.
The interest rate accruing on the outstanding principal amount hereof
shall be computed on the basis of a year of 360 days and the actual number of
days elapsed and may be adjusted in accordance with the provisions of Section
2.6 of the Credit Agreement. Nothing contained in this Note shall be deemed to
establish or require the payment of a rate of interest in excess of the maximum
rate permitted by Applicable Law. In the event that any rate of interest
required to be paid hereunder exceeds the maximum rate permitted by Applicable
Law, such rate shall automatically be reduced to the maximum rate permitted by
such Applicable Law and any excess amount previously collected shall be
automatically credited against the principal amount hereof effective as of the
time paid.
For purposes of this Note, "Credit Agreement" means that certain
Revolving Credit Agreement, dated as of August 31, 1994, among the Borrower, the
Agent and the Banks, as the same are defined in the Credit Agreement, as amended
from time to time. All capitalized terms used but
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not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Credit Agreement. To the extent the provisions of this Note
conflict with the provisions of the Credit Agreement, the provisions of the
Credit Agreement shall control.
The Borrower hereby waives demand, presentment for payment, notice of
non-payment, protest, notice of protest and all other notices, in collecting the
amounts due and payable under this Note. The Borrower further agrees that it
will not be necessary for the Bank, or any holder hereof, in order to enforce
payment of this Note, to institute or exhaust its remedies against any maker or
other party liable therefor. Upon the occurrence and continuation of an Event of
Default, the Bank, at Bank's option, without notice to the Borrower, may pursue
such remedies as shall be available to Bank under this Note, the Credit
Agreement, or otherwise at law or equity. Upon the occurrence and continuation
of an Event of Default, in addition to all other Obligations owing to the Bank
under the Credit Agreement, the Borrower agrees to pay to the Bank all
reasonable costs and expenses, including reasonable attorney's or collection
fees incurred by the Bank in pursuit of its rights or remedies under this Note,
which amount shall be due and payable in full without notice or demand for
payment, and which unpaid amount shall bear interest, until paid, at the Default
Rate.
This Note is executed and delivered pursuant to the provisions of the
Credit Agreement which, among other things, contains provisions with respect to
default in payments under, the acceleration of the maturity of, and prepayments
of the principal of, this Note prior to maturity, all upon the terms and
conditions specified in the Credit Agreement.
This Note shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, the Borrower has authorized this Note to be
executed in its name by its duly authorized representative as of the day and
year first written above.
TRACTOR SUPPLY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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