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EXHIBIT 10.1
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Second Amendment to Revolving Credit Agreement (the "Second
Amendment") dated as of March ___, 1998, among Tractor Supply Company, a
Delaware corporation (the "Borrower"), and BankBoston, N.A. (successor to First
National Bank of Boston), a national banking association ("BankBoston"), as
agent (the "Agent"), and for itself, in its capacity as a lender hereunder,
First American National Bank, a national banking association ("FANB"), and
SunTrust Bank Nashville, N.A., a national banking association ("SunTrust"),
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the Revolving Credit Agreement (the
"Agreement"), dated as of August 31, 1994, among the Borrower, BankBoston, as
Agent, and for itself, in its capacity as a lender under the Agreement, and
FANB, the Banks agreed to loan to the Borrower amounts not to exceed
$30,000,000. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement; and,
WHEREAS, by First Amendment to Revolving Credit Agreement dated as of July
31, 1996, the Banks agreed to increase the Total Commitments from $30,000,000 to
$45,000,000, with the Commitment of BankBoston remaining at $25,000,000, and the
Commitment of FANB increasing from $5,000,000 to $20,000,000; and
WHEREAS, the Banks have agreed to increase the Total Commitments from
$45,000,000 to $60,000,000, with the Commitment of BankBoston and FANB to remain
at $25,000,000 and $20,000,000, respectively, and with SunTrust having a
Commitment for $15,000,000; and
WHEREAS, the Banks and Borrower desire to amend the Agreement to reflect
the increase in the Total Commitments, to extend the Termination Date to August
31, 2002, and to make certain other changes as set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the parties hereto hereby agree to amend the Agreement as follows:
1. Definitions. The following definitions set forth in Section 1.1 of the
Agreement are hereby amended to read as follows:
"Bank" means individually, BankBoston, in its capacity as a Bank, FANB
and SunTrust, and "Banks" means collectively, BankBoston, FANB and SunTrust, and
each entity's respective successors and assigns.
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"Revolving Credit Notes" means, collectively, the $25,000,000 Revolving
Credit Note dated as of August 31, 1994, executed by Borrower in favor of
BankBoston, the $20,000,000 Amended and Restated Revolving Credit Note dated as
of July 31, 1996, executed by Borrower in favor of FANB, and the $15,000,000
Revolving Credit Note of even date herewith executed by Borrower in favor of
SunTrust, as amended and supplemented from time to time, and any replacement
thereof or substitution therefor.
"Termination Date" means August 31, 2002, and is the date upon which the
Revolving Credit Notes shall be due and payable without demand or the occurrence
of any Default or Event of Default.
"Total Commitments" means the aggregate of the several Commitments of the
Banks in the principal amount of up to Sixty Million and 00/100 Dollars
($60,000,000), as set forth in Section 2.1 of this Agreement, including the
aggregate of the several Commitments as they may be reduced from time to time.
2. Section 2.1. The Commitments. Section 2.1 (a) and (b) are hereby
deleted, and the following is substituted as Section 2.1 (a) and (b):
(a) Subject to the terms and conditions of and relying on the
representations, warranties and covenants contained in this Agreement, for
a period ending on the Termination Date, each Bank agrees to make
available, severally but not jointly, to the Borrower, from time to time,
as requested by the Borrower, Revolving Credit Loans up to the amount set
out below opposite their respective names, which for all of the Banks shall
be the aggregate maximum principal amount of up to Sixty Million and 00/100
Dollars ($60,000,000). The maximum Commitment of each of the Banks and its
respective percentage of the Total Commitments (the "Commitment Percentage"
of each Bank) are as follows:
Commitment
Bank Commitment Percentage
---- ---------- ----------
First American National Bank $20,000,000 33.33%
BankBoston, N.A. $25,000,000 41.67%
SunTrust Bank Nashville, N.A. $15,000,000 25.00%
(b) The Revolving Credit Loan shall be evidenced by (i) the
$20,000,000 Amended and Restated Revolving Credit Note of Borrower to FANB,
(ii) the $25,000,000 Revolving Credit Note of Borrower to BankBoston, and
(iii) the $15,000,000 Revolving Credit Note of Borrower to SunTrust, which
Revolving Credit Notes are in the form set forth as Exhibit A attached
hereto, with each Revolving Credit Note payable in accordance with its
terms. The Borrower may obtain Revolving Credit Loans, repay or prepay,
without penalty or premium (except that Eurodollar Loans may only be
prepaid at the end of the applicable Eurodollar
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Interest Period, unless such prepayment is made pursuant to Sections 2.8,
2.9 or 2.10 hereof), at any time or from time to time, in whole or in part,
and at the sole discretion of the Borrower), and reborrow hereunder, from
the date of this Agreement until the Termination Date, either the full
amount of the Total Commitments, or any lesser sum which is in the minimum
amount of $500,000, and in the minimum amount of an integral multiple of
$100,000 if in excess thereof. Each of the Revolving Credit Loans shall be
made by each Bank ratably in accordance with the ratio that its respective
Commitment Percentage bears to the amount of such Revolving Credit Loan.
3. Section 2.6. Interest Rate and Payments of Interest. Section 2.6(a)(4)
is hereby deleted, and the following is substituted as new Section 2.6(a)(4):
(4) The interest for Floating Rate Loans and Eurodollar Loans shall be
computed on the basis of a 360 day year, counting the actual number of days
elapsed. The interest for Floating Rate Loans shall be due and payable,
without notice, quarterly in arrears, on the first day of each calendar
quarter, commencing on April 1, 1998. Interest accruing on Eurodollar Loans
shall be due and payable, without notice, at the end of the applicable
Eurodollar Interest Period for each Eurodollar Loan, provided, however,
that with respect to a Eurodollar Loan for which the Borrower has selected
a six-month Eurodollar Interest Period, interest accruing on such
Eurodollar Loan shall be due and payable at intervals of three (3) months
after the first day of such Eurodollar Interest Period and when such
Eurodollar Loan is due (whether at maturity, by reason of acceleration or
otherwise).
4. Section 2.12. Letter of Credit Fees. As consideration for the issuance
of Letters of Credit, the Borrower agrees to pay to the Agent, for the benefit
of the Banks, Letter of Credit Fees equal to one percent (1%) per annum for
standby Letters of Credit and Agent's standard fees and interest for commercial
Letters of Credit then in effect. The fees due in connection with Letters of
Credit issued under this Agreement shall be due and payable quarterly, in
arrears, based on the face amount of Letters of Credit issued and outstanding
under the terms of this Agreement.
5. Section 8.1. Financial Ratios. Section 8.1 is hereby amended to reflect
that all of the financial covenants set forth in Section 8.1 shall be tested
quarterly as of the end of each fiscal quarter, based on a rolling four-quarters
basis, beginning March 31, 1998.
6. Section 10.1. Authorization. The first sentence of Section 10.1 is
hereby deleted, and the following is substituted as the new first sentence of
Section 10.1:
With respect to all funds advanced hereunder or under the Revolving Credit
Notes, FANB, BankBoston and SunTrust shall be obligated to advance
$20,000,000, $25,000,000, and $15,000,000, respectively, and each such Bank
shall own a corresponding undivided interest in this Agreement and a
corresponding prorata interest in all Revolving Credit Loans and all
Letters of Credit (regardless of the Bank actually issuing the Letter of
Credit) made or issued in accordance with the terms of this Agreement.
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7. Conditions. Notwithstanding any other provision of this Second
Amendment, this Second Amendment shall not be effective until the satisfaction
(or waiver by the Agent) of each of the following conditions:
(a) The Agent shall have received a certificate of the Chief Executive
Officer, President, Chief Financial Officer, or Controller of the Borrower
stating that, to the best of his knowledge and based on an examination
sufficient to enable him to make an informed statement:
(i) All the representations and the warranties made under this
Agreement are true and correct in all material respects as of the date of this
Second Amendment; and
(ii) No Default or Event of Default exists as of the date of this
Second Amendment.
(b) This Second Amendment and the SunTrust Revolving Credit Note, shall
have been duly executed and delivered to the Agent.
8. Notices. The address for SunTrust for notice purposes is:
SunTrust Bank Nashville
Corporate Banking
X.X. Xxx 000000
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxx
9. Ratification. Borrower hereby restates and ratifies the covenants and
warranties contained in the Agreement, as of the date hereof, and confirms that
the terms and conditions of the Agreement, as amended hereby, remain in full
force and effect.
10. Counterparts. This Second Amendment may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed by their duly authorized officers as of the day and year first
written above.
TRACTOR SUPPLY COMPANY BANKBOSTON, N.A., as Agent, and in its
capacity as a lender
BY:_______________________________ BY:_______________________________
TITLE:____________________________ TITLE:____________________________
FIRST AMERICAN NATIONAL BANK
BY:_______________________________
TITLE:____________________________
SUNTRUST BANK NASHVILLE, N.A.
BY:_______________________________
TITLE:____________________________
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