EXHIBIT
10.1
MASTER NOTE
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$30,000,000
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Birmingham, Alabama
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Date: August 27, 2009
FOR VALUE
RECEIVED, Hibbett Sports, Inc., a Delaware corporation, (the
“Borrower”) promises to pay on DEMAND, to the order of
Regions Bank, an Alabama banking corporation, its successors
and assigns, (the “Bank”; together with any other
holder of this note, being sometimes herein referred to as the
“Holder”), at the Bank’s main office in
Birmingham, Alabama or at such other place as the Holder may from
time to time designate, the sum of Thirty Million and No/100
Dollars ($30,000,000), or so much thereof as the Bank, in its sole
discretion may elect to advance to the Borrower hereunder (the
“Loan”), plus interest on any amount advanced hereunder
from the date advanced until the Loan is paid in full, at a
fluctuating interest rate, (the “Floating Rate”) equal
to the higher of 1) the rate per annum designated by the Bank from
time to time as its prime rate of interest (the “Prime
Rate”), such rate being an index rate by the Bank for
establishing lending rates and not necessarily the Bank’s
most favorable lending rate and changes in such rate being
discretionary with the Bank, 2) the Federal Funds Rate for such day
plus 1/2 of 1%, or 3) the one month LIBOR Rate; provided, however,
the Bank and the Borrower may agree from time to time that interest
shall accrue on the unpaid principal balance of the Loan, or a
portion thereof, at a fixed rate of interest for a specified period
of time (a “Fixed Rate”) instead of at the Floating
Rate. For purposes of determining the Floating Rate, the
Federal Funds Rate means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal Funds brokers on such day, as published by the Federal
Reserve Bank of New York on the business day next succeeding such
day; provided that (a) if such day is not a business day, the
Federal Funds Rate for such day shall be such rate on such
transactions on the next succeeding business day, and (b) if no
such rate is so published on such next succeeding business day, the
Federal Funds Rate for such day shall be the average rate (rounded
upward if necessary, to a whole multiple of 1/100 of 1%) charged to
Regions Bank on such day on such transactions. The LIBOR
Rate means the rate per annum determined by reference to the
Bloomberg reporting service or, if unavailable, other comparable
financial information reporting service at the time employed as the
London interbank offered rate for one month deposits in
Dollars. The amount of interest accrued on the unpaid
principal balance of the Loan shall be computed on the basis of an
assumed year of 360 days for the actual number of days elapsed,
which means that the amount of interest accrued for each day will
be computed by multiplying the unpaid principal balance of the Loan
on such day by the Floating Rate or Fixed Rate as applicable on
such day and dividing the result by 360. Any change in
the interest rate applicable to the Loan caused by a change in the
Floating Rate shall be effective on the date of the Floating Rate
change without notice to the Borrower or any other action by the
Bank. If the Bank and the Borrower attempt to agree that
the Loan, or a portion thereof, will bear interest at a Fixed Rate,
but fail to agree on such Fixed Rate or on the period for which the
Fixed Rate will be in effect, or if there is material uncertainty
as to whether or not the Bank and the Borrower have agreed on a
Fixed Rate, or as to the period for which a Fixed Rate will be in
effect, then interest shall accrue on the Loan, or such portion
thereof, at the Floating Rate during the period for which such
Fixed Rate would otherwise be applicable. If the Bank
and the Borrower agree upon a Fixed Rate for a specified period for
a portion of the Loan, such portion shall be deemed to be a
separate loan with a maturity date of the last day of the period
during which the Fixed Rate is in effect, which separate loan may
be repaid upon its maturity date with an advance made under this
note if no default has occurred and no demand for payment has been
made.
The unpaid
principal balance of the Loan, (including any portion bearing
interest at a Fixed Rate) and all interest accrued thereon, shall
be payable ON DEMAND, but no later than August 26, 2010; provided,
however, that, prior to demand for payment being made by the
Holder, interest computed on the basis of the Floating Rate shall
be payable on the first day of each successive month in each year,
and interest computed on the basis of a Fixed Rate shall be payable
in full on the last day of the period during which the Fixed Rate
is in effect.
Notwithstanding
the foregoing, to enable the Holder to send periodic billing
statements in advance of each interest payment date reflecting the
amount of interest, if any, computed at the Floating rate that is
payable on such interest payment date, at the option of the Holder,
the Floating rate in effect 15 days prior to each interest payment
date shall be deemed to be the Floating Rate as continuing in
effect 15 days prior to each interest payment date. If
the Holder elects to use this billing method and if the Floating
Rate changes during such 15-day period, the difference between the
amount of interest that actually accrues during such period and the
amount of interest paid will be added to or subtracted from, as the
case may be, the interest otherwise payable in preparing the next
billing statement. In determining the amount of interest
payable upon demand for the payment or upon