January 28, 2004
Tractor Supply Company
320 Plus Park Blvd.
Nashville, Tennessee 37217
Attn: Calvin B. Massmann, CFO
Re: Credit Agreement dated as of August 15, 2002 (as amended from
time to time, the "CREDIT AGREEMENT") among Tractor Supply
Company (the "BORROWER"), certain Subsidiaries of the Borrower
from time to time party thereto (the "GUARANTORS"), the Lenders
identified therein and Bank of America, N.A., as Administrative
Agent. Capitalized terms used but not otherwise defined shall
have the meanings provided in the Credit Agreement.
Dear Mr. Massmann:
Reference is made to the Credit Agreement described above, the defined terms of
which are incorporated herein by reference.
The parties hereto agree that the definition of "Fixed Charge Coverage Ratio" in
Section 1.1 of the Credit Agreement is amended to read as follows:
"FIXED CHARGE COVERAGE RATIO" MEANS, WITH RESPECT TO THE
CONSOLIDATED PARTIES ON A CONSOLIDATED BASIS, AS OF THE END OF EACH
FISCAL QUARTER OF THE CONSOLIDATED PARTIES FOR THE TWELVE MONTH PERIOD
ENDING ON SUCH DATE, THE RATIO OF (A) THE SUM OF (I) CONSOLIDATED
EBITDAR FOR THE APPLICABLE PERIOD MINUS (II) CONSOLIDATED CASH TAXES FOR
THE APPLICABLE PERIOD TO (B) THE SUM OF (I) THE CASH PORTION OF
CONSOLIDATED INTEREST EXPENSE FOR THE APPLICABLE PERIOD PLUS (II)
SCHEDULED FUNDED DEBT PAYMENTS FOR THE APPLICABLE PERIOD PLUS (III)
CONSOLIDATED RENTAL EXPENSE FOR THE APPLICABLE PERIOD PLUS (IV) THE
AGGREGATE AMOUNT OF PERMITTED STOCK REPURCHASES MADE DURING THE
APPLICABLE PERIOD.
The parties hereto agree that the definition of "QSI Acquisition Amount" in
Section 1.1 of the Credit Agreement is deleted.
The parties hereto agree that a new Section 6.24 is hereby added to the Credit
Agreement that shall read as follows:
6.24 TAX SHELTER REPRESENTATION.
THE BORROWER DOES NOT INTEND TO TREAT THE LOANS AND/OR LETTERS
OF CREDIT AND RELATED TRANSACTIONS AS BEING A "REPORTABLE TRANSACTION"
(WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.6011-4). IF THE
BORROWER DETERMINES TO TAKE ANY ACTION INCONSISTENT WITH SUCH INTENTION,
IT WILL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT THEREOF. THE BORROWER
ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND/OR ONE OR MORE OF THE
LENDERS MAY TREAT THE LOANS AND/OR LETTERS OF CREDIT AS PART OF A
TRANSACTION THAT IS SUBJECT TO TREASURY REGULATION SECTION 1.6011-4 OR
SECTION 301.6112-1, AND THE ADMINISTRATIVE AGENT AND SUCH LENDER OR
LENDERS, AS APPLICABLE,
MAY FILE SUCH IRS FORMS OR MAINTAIN SUCH LISTS AND OTHER RECORDS AS THEY
MAY DETERMINE IS REQUIRED BY SUCH TREASURY REGULATIONS.
The parties hereto agree that a new Section 7.1(k) is hereby added to the Credit
Agreement that shall read as follows:
(K) IRS FORM 8886. PROMPTLY AFTER THE BORROWER HAS NOTIFIED
THE ADMINISTRATIVE AGENT OF ANY INTENTION BY THE BORROWER TO TREAT THE
LOANS AND/OR LETTERS OF CREDIT AND RELATED TRANSACTIONS AS BEING A
"REPORTABLE TRANSACTION" (WITHIN THE MEANING OF TREASURY REGULATION
SECTION 1.6011-4), A DULY COMPLETED COPY OF IRS FORM 8886 OR ANY
SUCCESSOR FORM.
The parties hereto agree that Section 7.11(b) of the Credit Agreement is amended
to read as follows:
(B) FIXED CHARGE COVERAGE RATIO. THE FIXED CHARGE COVERAGE
RATIO, AS OF THE LAST DAY OF EACH FISCAL QUARTER OF THE BORROWER, SHALL
BE GREATER THAN OR EQUAL TO 2.00 TO 1.0;
The parties hereto agree that a new Section 8.15 is hereby added to the Credit
Agreement that shall read as follows:
8.15 CONSOLIDATED CAPITAL EXPENDITURES.
THE CREDIT PARTIES WILL NOT PERMIT CONSOLIDATED CAPITAL
EXPENDITURES TO EXCEED $100,000,000 FOR ANY FISCAL YEAR.
The parties hereto agree that a new paragraph is added at the end of Section
11.14 of the Credit Agreement that shall read as follows:
Notwithstanding anything herein to the contrary, the information
subject to this Section 11.14 shall not include, and the Borrower, the
other Credit Parties, the Administrative Agent, each Lender and the
respective Affiliates of each of the foregoing (and the respective
partners, directors, officers, employees, agents, advisors and other
representatives of each of the foregoing and their Affiliates) may
disclose to any and all Persons, without limitation of any kind (a) any
information with respect to the U.S. federal and state income tax
treatment of the transactions contemplated hereby and any facts that may
be relevant to understanding such tax treatment, which facts shall not
include for this purpose the names of the parties or any other Person
named herein, or information that would permit identification of the
parties or such other Persons, or any pricing terms or other nonpublic
business or financial information that is unrelated to such tax
treatment or facts, and (b) all materials of any kind (including
opinions or other tax analyses) relating to such tax treatment or facts
that are provided to any of the Persons referred to above.
The parties hereto agree that a new Section 11.17 is hereby added to the Credit
Agreement that shall read as follows:
11.17 US PATRIOT ACT NOTICE.
EACH LENDER AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON
BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED
INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND
ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH
LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
Pursuant to Section 2.4(a) of the Credit Agreement, the Borrower has requested
that the Lenders extend the Maturity Date to February 28, 2007. The Lenders
party hereto agree that the Maturity Date shall be extended to February 28,
2007.
All references in the Credit Agreement and the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement as amended
hereby.
Except as modified hereby, all of the terms and provisions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect.
This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Sincerely,
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Misha Blackman
--------------------------------
Name: Misha Blackman
------------------------------
Title: Agency Management Officer
-----------------------------
ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
BORROWER: TRACTOR SUPPLY COMPANY
- --------- a Delaware corporation
By: /s/ Calvin B. Massman
------------------------------------
Name: Calvin B. Massmann
Title: Senior Vice President /
Chief Financial Officer
TRACTOR SUPPLY CO. OF MICHIGAN, LLC
a Michigan limited liability company
By: /s/ Calvin B. Massman
------------------------------------
Name: Calvin B. Massmann
Title: Treasurer
TRACTOR SUPPLY CO. OF TEXAS, LP
a Texas limited partnership
By: /s/ Calvin B. Massman
------------------------------------
Name: Calvin B. Massmann
Title: Treasurer
ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
BANK OF AMERICA, N.A.
By: /s/ Bryan Hulker
-----------------------------------
Name: Bryan Hulker
----------------------------------
Title: Senior Vice-President
--------------------------------
U.S. BANK, NATIONAL ASSOCIATION
By: /s/ Russell S. Rogers
-----------------------------------
Name: Russell S. Rogers
----------------------------------
Title: Vice President
---------------------------------
SOUTHTRUST BANK
By: /s/ Michael Johnson
-----------------------------------
Name: Michael Johnson
----------------------------------
Title: Associate Vice President
---------------------------------
AMSOUTH BANK
By: /s/ Tom Dozier, Jr.
-----------------------------------
Name: Tom Dozier, Jr.
----------------------------------
Title: Vice President
--------------------------------
SUNTRUST BANK
By: /s/ James M. Sloan, Jr.
-----------------------------------
Name: James M. Sloan, Jr.
----------------------------------
Title: Director
---------------------------------
COMPASS BANK
By: /s/ Kelly W. Mcgee
-----------------------------------
Name: Kelly W. Mcgee
----------------------------------
Title: Vice President
---------------------------------
FIFTH THIRD BANK
By: /s/ David J. Hicks
------------------------------------
Name: David J. Hicks
----------------------------------
Title: Vice President
---------------------------------
BRANCH BANKING & TRUST COMPANY
By: /s/ R. Andrew Beam
------------------------------------
Name: R. Andrew Beam
----------------------------------
Title: Senior Vice President
---------------------------------
NATIONAL CITY BANK
By: /s/ Michael J. Durbin
------------------------------------
Name: Michael J. Durbin
----------------------------------
Title: Senior Vice President
---------------------------------
REGIONS BANK
By: /s/ Jim Schmalz
------------------------------------
Name: Jim Schmalz
----------------------------------
Title: Vice President
---------------------------------