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Fastenal Co – ‘10-Q’ for 3/31/17 – ‘EX-4.1’

On:  Monday, 4/17/17, at 9:50am ET   ·   For:  3/31/17   ·   Accession #:  815556-17-21   ·   File #:  0-16125

Previous ‘10-Q’:  ‘10-Q’ on 10/14/16 for 9/30/16   ·   Next:  ‘10-Q’ on 7/17/17 for 6/30/17   ·   Latest:  ‘10-Q’ on 4/16/24 for 3/31/24   ·   5 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/17/17  Fastenal Co                       10-Q        3/31/17   47:2.9M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    279K 
 2: EX-4.1      Form of Note                                        HTML     24K 
 3: EX-31       Section 302 CEO and CFO Certification               HTML     31K 
 4: EX-32       Section 906 CEO and CFO Certification               HTML     18K 
11: R1          Document and Entity Information                     HTML     36K 
12: R2          Condensed Consolidated Balance Sheets               HTML     83K 
13: R3          Condensed Consolidated Balance Sheets               HTML     39K 
                (Parenthetical)                                                  
14: R4          Condensed Consolidated Statements of Earnings       HTML     57K 
15: R5          Condensed Consolidated Statements of Comprehensive  HTML     27K 
                Income                                                           
16: R6          Condensed Consolidated Statements of Comprehensive  HTML     18K 
                Income (Parenthetical)                                           
17: R7          Condensed Consolidated Statements of Cash Flows     HTML    105K 
18: R8          Basis of Presentation                               HTML     27K 
19: R9          Acquisition                                         HTML     29K 
20: R10         Stockholders' Equity                                HTML    132K 
21: R11         Income Taxes                                        HTML     20K 
22: R12         Operating Leases                                    HTML     20K 
23: R13         Debt Commitments                                    HTML     44K 
24: R14         Legal Contingencies                                 HTML     17K 
25: R15         Subsequent Events                                   HTML     17K 
26: R16         Basis of Presentation (Policies)                    HTML     27K 
27: R17         Acquisition (Tables)                                HTML     22K 
28: R18         Stockholders' Equity (Tables)                       HTML    130K 
29: R19         Debt Commitments (Tables)                           HTML     36K 
30: R20         Basis of Presentation - Additional Information      HTML     26K 
                (Details)                                                        
31: R21         Acquisition - Additional Information (Details)      HTML     30K 
32: R22         Acquisition - Fair Value Allocation for Assets      HTML     28K 
                Acquired and Liabilities Assumed (Details)                       
33: R23         Stockholders' Equity - Additional Information       HTML     33K 
                (Details)                                                        
34: R24         Stockholders' Equity - Schedule of Dividends Paid   HTML     22K 
                Previously or Declared (Details)                                 
35: R25         Stockholders' Equity - Stock Options Granted        HTML     62K 
                (Details)                                                        
36: R26         Stockholders' Equity - Fair Value Assumptions for   HTML     63K 
                Options Granted (Details)                                        
37: R27         Stockholders' Equity - Reconciliation of            HTML     24K 
                Denominators used in Computation of Basic and                    
                Diluted Earnings Per Share (Details)                             
38: R28         Stockholders' Equity - Summary of Anti-Dilutive     HTML     21K 
                Options Excluded (Details)                                       
39: R29         Income Taxes - Additional Information (Details)     HTML     17K 
40: R30         Operating Leases - Additional Information           HTML     19K 
                (Details)                                                        
41: R31         Debt Commitments - Debt Obligations and Letters of  HTML     41K 
                Credit Outstanding (Details)                                     
42: R32         Debt Commitments - Unsecured Revolving Credit       HTML     34K 
                Facility (Details)                                               
43: R33         Debt Commitments - Senior Unsecured Promissory      HTML     42K 
                Notes Payable (Details)                                          
44: R34         Debt Commitments - Note Payable Under Asset         HTML     34K 
                Purchase Agreement (Details)                                     
46: XML         IDEA XML File -- Filing Summary                      XML     77K 
45: EXCEL       IDEA Workbook of Financial Reports                  XLSX     39K 
 5: EX-101.INS  XBRL Instance -- fast-20170331                       XML    686K 
 7: EX-101.CAL  XBRL Calculations -- fast-20170331_cal               XML    126K 
 8: EX-101.DEF  XBRL Definitions -- fast-20170331_def                XML    242K 
 9: EX-101.LAB  XBRL Labels -- fast-20170331_lab                     XML    699K 
10: EX-101.PRE  XBRL Presentations -- fast-20170331_pre              XML    433K 
 6: EX-101.SCH  XBRL Schema -- fast-20170331                         XSD     78K 
47: ZIP         XBRL Zipped Folder -- 0000815556-17-000021-xbrl      Zip     91K 


‘EX-4.1’   —   Form of Note


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


Exhibit 4.1

Fastenal Company
3.22% Series C Senior Note Due March 1, 2024
No.                                                March 1, 2017
PPN 311900 A#1
Original Principal Amount: $
Original Issue Date: March 1, 2017
Interest Rate: 3.22%
Interest Payment Dates: January 20, April 20, July 20, October 20
Final Maturity Date: March 1, 2024

For Value Received, the undersigned, Fastenal Company (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________ on the Final Maturity Date specified above (or so much thereof as shall not have been prepaid), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest, (2) during the continuance of an Event of Default under Section 11(a), (b), (g) or (h) of the Note Purchase Agreement referred to below, and during the continuance of any other Event of Default provided that such other Event of Default has remained uncured for more than 30 days (or such shorter cure period, if any, as is then provided for under the Bank Credit Agreement before interest thereunder begins to accrue at a default rate as a result of a similar event of default), on the unpaid balance hereof and (3) on any overdue payment of any Make-Whole Amount, at a rate per annum (the “Default Rate”) from time to time equal to the greater of (i) 2.00% over the Interest Rate and (ii) 2.00% over the rate of interest publicly announced by Well Fargo Bank, National Association from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at principal office of Wells Fargo Bank, National Association in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Agreement, dated as of July 20, 2016 (as from time to time amended, the “Note Purchase Agreement”), between the Company, Metropolitan Life Insurance Company, NYL Investors LLC, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal




Exhibit 4.1

amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
(Signature Page Follows)


- 2 -



Exhibit 4.1

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Fastenal Company
By
 
Name:
 
Title:
President, Chief Executive Officer, and Director



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
3/1/24
Filed on:4/17/174
For Period end:3/31/17
3/1/174
7/20/16
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/06/24  Fastenal Co.                      10-K       12/31/23   82:9.1M
 2/07/23  Fastenal Co.                      10-K       12/31/22   79:9.3M
 2/10/22  Fastenal Co.                      10-K/A     12/31/21   15:4.2M
 2/07/22  Fastenal Co.                      10-K       12/31/21   78:8.8M
 2/08/21  Fastenal Co.                      10-K       12/31/20   83:12M
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Filing Submission 0000815556-17-000021   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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