Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q 10-Q Tractor Supply Company HTML 691K
2: EX-3.1 EX-3.1 Restated Certificate of Incorporation HTML 72K
3: EX-4.1 EX-4.1 Description of Registrant's Securities HTML 42K
4: EX-10.3 EX-10.3 Third Amendment to Credit Agreement HTML 46K
5: EX-10.4 EX-10.4 First Amendment to Note Purchase Agreement HTML 72K
6: EX-31.1 EX-31.1 Section 302 CEO Certification HTML 23K
7: EX-31.2 EX-31.2 Section 302 CFO Certification HTML 23K
8: EX-32.1 EX-32.1 Section 906 Certification HTML 20K
15: R1 Cover HTML 69K
16: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 130K
17: R3 Condensed Consolidated Statements of Income HTML 79K
(Unaudited)
18: R4 Condensed Consolidated Statements of Comprehensive HTML 36K
Income (Unaudited)
19: R5 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' HTML 103K
EQUITY (Unaudited) Statement
20: R6 Condensed Consolidated Statements of Cash Flows HTML 111K
(Unaudited)
21: R7 General HTML 24K
22: R8 General Details HTML 26K
23: R9 Fair Value of Financial Instruments HTML 22K
24: R10 Share Based Compensation HTML 33K
25: R11 Net Income Per Share HTML 62K
26: R12 Debt HTML 66K
27: R13 Interest Rate Swaps HTML 81K
28: R14 Capital Stock and Dividends HTML 40K
29: R15 Treasury Stock HTML 34K
30: R16 Income Taxes HTML 22K
31: R17 Commitments and Contingencies HTML 23K
32: R18 Segment Reporting HTML 43K
33: R19 New Accounting Pronouncements HTML 24K
34: R20 Accounting Changes and Error Corrections HTML 24K
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35: R21 Share Based Compensation (Tables) HTML 31K
36: R22 Net Income Per Share (Tables) HTML 60K
37: R23 Debt (Tables) HTML 49K
38: R24 Interest Rate Swaps (Tables) HTML 81K
39: R25 Capital Stock and Dividends (Tables) HTML 34K
40: R26 Treasury Stock Treasury Stock (Tables) HTML 34K
41: R27 Segment Reporting (Tables) HTML 39K
42: R28 Fair Value of Financial Instruments (Details) HTML 22K
43: R29 Share Based Compensation (Details) HTML 51K
44: R30 Net Income Per Share (Details) HTML 57K
45: R31 Senior Notes (Details) HTML 32K
46: R32 Senior Credit Facility - Credit Agreement HTML 130K
(Details)
47: R33 Interest Rate Swaps (Details) HTML 87K
48: R34 Interest Rate Swaps Schedule of Changes in AOCI HTML 37K
Net of Tax (Details)
49: R35 Interest Rate Swaps Current Period OCI Activity HTML 21K
(Details)
50: R36 Interest Rate Swaps Tax Impact of Derivative HTML 20K
Liability on Accumulated Other Comprehensive
Income (Loss) (Details)
51: R37 Interest Rate Swaps Effective Date of Interest HTML 22K
Rate Swap Agreement (Details)
52: R38 Capital Stock - Narrative (Details) HTML 21K
53: R39 Capital Stock and Dividends (Details) HTML 20K
54: R40 Treasury Stock (Details) HTML 30K
55: R41 Income Taxes (Details) HTML 19K
56: R42 Commitments and Contingencies (Details) HTML 21K
57: R43 Segment Reporting (Details) HTML 32K
58: R44 Segment Reporting Number of Reportable Segments HTML 19K
(Details)
60: XML IDEA XML File -- Filing Summary XML 101K
14: XML XBRL Instance -- tsco-20200926_htm XML 1.34M
59: EXCEL IDEA Workbook of Financial Reports XLSX 63K
10: EX-101.CAL XBRL Calculations -- tsco-20200926_cal XML 140K
11: EX-101.DEF XBRL Definitions -- tsco-20200926_def XML 382K
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61: JSON XBRL Instance as JSON Data -- MetaLinks 257± 365K
62: ZIP XBRL Zipped Folder -- 0000916365-20-000184-xbrl Zip 385K
‘EX-10.3’ — EX-10.3 Third Amendment to Credit Agreement
THIRD AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF GUARANTORS
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF GUARANTORS (this “Agreement”), dated as of October 16, 2020 (the “Third Amendment Effective Date”), is entered into among TRACTOR SUPPLY COMPANY, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), Swingline
Lender and Issuing Lender. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RECITALS
A. The Borrower, the Guarantors, the Lenders, the Issuing Lender, the Swingline Lender and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 19, 2016 (as amended or modified from time to time, the “Credit Agreement”).
B. The Borrower has requested that the Lenders agree to release the Guarantors and make certain amendments to the Credit Agreement, and the Lenders have agreed to such request, subject to the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Amendments.
(a) The language “CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors” on the cover page of the Credit Agreement is hereby deleted in its entirety.
(b) The
language “the Guarantors (as defined herein),” in the introductory paragraph of the Credit Agreement is hereby deleted in its entirety.
(c) The following definitions are hereby added to Section 1.1 of the Credit Agreement to read as follows:
“2017 NPA” means that certain Note Purchase and Private Shelf Agreement, dated as of August 14, 2017, among the Borrower, the other signatories thereto, and the purchasers of the 2017 NPA Notes thereunder, as the same may be amended, restated or otherwise modified from time to time.
“2017 NPA Notes” means those senior unsecured notes issued by
the Borrower from time to time under the 2017 NPA.
“2020 Bonds” means those senior unsecured notes issued by Borrower, on or before December 31, 2020, in an amount up to $750,000,000.
(d) The following definitions in Section 1.1 of the Credit Agreement are hereby amended to read as follows:
“Change of Control” means the occurrence of any of the following events: (i)
any Person or two or more Persons acting in concert shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, control over, Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 40% or more of the combined voting power of all Voting Stock of the Borrower, (ii) a majority of the members of the Board of Directors of the Borrower cease to be Continuing Directors; or (iii) any event constituting a “Change of Control” under, and as defined in, any of the 2017 NPA, the 2017 NPA Notes or the 2020 Bonds.
“Credit
Parties” means (a) for purposes of this Agreement other than Article VI, the Borrower and (b) for purposes of Article VI, the Borrower and its Material Subsidiaries.
“Credit Party Obligations” means, without duplication, all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender and the Swingline Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a Bankruptcy Event with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code of the United States).
“Second
Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrower, the guarantors party thereto, the Lenders party thereto and the Administrative Agent.
(e) The definitions of “Excluded Swap Obligation”, “Guarantors”“Guaranty”, “Qualified ECP Guarantor” and “Swap Obligation” in Section 1.1 of the Credit Agreement are hereby deleted in their entirety.
(f) The parenthetical in Section 3.4(c)(vi) of the Credit Agreement shall be amended to delete the language “and the Guarantors”.
(g) The parenthetical in Section 3.19(d)(iii) of the Credit Agreement shall be amended to delete the language
“and the Guarantors”.
(h) Article IV of the Credit Agreement is hereby amended to read as follows:
ARTICLE IV.
[RESERVED]
(i) Section 6.12 of the Credit Agreement is hereby amended to read as follows:
Set forth on Schedule 6.12 is a complete and accurate list of all Subsidiaries of each Credit Party as of the Third Amendment Effective Date and
the jurisdiction of their organization.
(j) Section 7.12 of the Credit Agreement is hereby amended to read as follows:
7.12 [Reserved].
(k) Section 8.1 of the Credit Agreement is hereby amended to (i) delete the “and” at the end of clause (g), (ii) replace the “.” at the end of clause (h) with “; and” and (iii) add a new clause (i) to read as follows:
(i) unsecured Indebtedness in respect of the 2020 Bonds.
(l) Section 8.11 of the Credit Agreement shall be amended
to read as follows:
8.11 Limitation on Restricted Actions.
The Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) - (d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit
Documents, (ii) the 2017 NPA Notes, the 2017 NPA and any other documentation or instrument executed in connection therewith, (iii) any documentation or instrument governing the 2020 Bonds (provided that such documentation or instrument does not restrict the ability of the Consolidated Parties to perform their obligations under the Credit Documents), (iv) applicable law or (v) any document or instrument governing purchase money Indebtedness (including Capital Leases) permitted by this Credit Agreement, provided that any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith.
(m) Section 8.14 of the Credit Agreement is hereby amended to read as follows:
8.14 No Further Negative Pledges.
The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any documentation or instrument governing
the 2020 Bonds, (c) pursuant to any document or instrument governing purchase money Indebtedness (including Capital Leases) permitted by this Credit Agreement, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (d) pursuant to any agreement governing Indebtedness permitted hereunder so long as such restriction is not more restrictive than Section 8.2 as in effect at the time such agreement is executed, except that such agreement may restrict Liens securing the Credit Party Obligations provided that such Indebtedness is either secured ratably with the Credit Party Obligations pursuant to an intercreditor agreement reasonably acceptable to the Administrative Agent and the holders of such Indebtedness or, in the case of Cash Collateral, requires that an equal amount of Cash Collateral is pledged to secure such Indebtedness.
(n) Section
9.1(e) of the Credit Agreement is hereby amended to read as follows:
(e) [Reserved].
(o) Section 9.2(d) of the Credit Agreement is hereby amended to read as follows:
(d) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents including, without limitation, all rights of set off.
(p) The last sentence in Section 9.3 of the Credit Agreement is hereby deleted in its entirety.
(q) Section 10.10 of the Credit Agreement is hereby amended to read as follows:
10.10 [Reserved].
(r) Schedule
6.12 to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 6.12 attached hereto.
(s) Exhibit 7.12 to the Credit Agreement is hereby deleted in its entirety.
2. Release of Guarantors. Each Guarantor is hereby unconditionally released from all of its obligations in connection with its guarantee of the Credit Party Obligations and it is agreed that Article IV of the Credit Agreement is no longer in effect. The Administrative Agent agrees to execute and deliver to the Borrower (at the expense of the Borrower) such other documents as the Borrower may reasonably request to evidence and give full effect to the release contemplated hereby.
3. Effectiveness;
Conditions Precedent. This Agreement shall be effective as of the date first set forth above upon satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Agreement duly executed by the Borrower, the Guarantors and the Lenders.
(b) The Borrower shall have paid all fees owing to the Administrative Agent and Wells Fargo Securities, LLC.
4. Expenses. The Borrower agrees to reimburse the Administrative Agent for all reasonable out of pocket costs and expenses
of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable and documented fees and expenses of Moore & Van Allen PLLC.
5. Ratification of Credit Agreement. The Borrower acknowledges and consents to the terms set forth herein and agrees that this Agreement does not impair, reduce or limit any of its obligations under the Credit Documents, as amended hereby. This Agreement is a Credit Document.
6. Authority/Enforceability. The Borrower represents and warrants as follows:
(a) It has taken all necessary action to authorize
the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly executed and delivered by the Borrower and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar law and to general principles of equity.
(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Borrower of this Agreement.
(d) The execution and delivery of this Agreement does not (i) contravene the terms of its organizational
documents, (ii) violate any Requirement of Law or (iii) violate any material agreement which is binding on it or its assets.
7. Representations and Warranties of the Credit Parties. The Borrower represents and warrants to the Lenders that after giving effect to this Agreement (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date) and (b) no Default or Event of Default has occurred and is continuing.
8. Counterparts/Telecopy. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. This Agreement and any other Credit Document may be executed and delivered by electronic means (including electronic image, facsimile, “.pdf”, “.tif” and “.jpeg”), and thereupon such agreement, certificate or instrument shall be treated in each case and in all manner and respects and for all purposes as an original agreement, certificate or instrument and shall be considered to have the same binding legal effect as if it were an original manually-signed counterpart thereof delivered in person. No party to this Agreement or any other Credit Document shall assert the fact that electronic means were used to make or deliver a signature, or the fact that any signature, agreement, certificate or instrument was created, transmitted or communicated through the use of electronic means, as a defense to the formation, effectiveness, validity or enforceability of any such agreement, certificate
or instrument.
9. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
11. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.
12. Severability. If
any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
[signature pages follow]
IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
