FASTENAL CO : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On September 28, 2022, Fastenal Company (the "Company") amended and restated its existing unsecured revolving Credit Agreement dated May 1, 2015, as previously amended (as amended and restated, the "Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent for the lenders party thereto and the lenders party thereto. The Credit Agreement was amended and restated to, among other things: (i) increase the aggregate revolving credit commitment under the Credit Agreement to $835,000,000 (with an uncommitted accordion option to increase the aggregate revolving commitment by an additional $365,000,000 for a total commitment of $1,200,000,000), (ii) extend the revolving credit maturity date of the revolving credit facility established under the Credit Agreement to September 28, 2027, (iii) provide a benchmark replacement for LIBOR with SOFR, including both daily simple SOFR and term SOFR options, at the election of the Company, and (iv) make certain covenant changes, including deleting the restricted payment covenant, increasing the general investments basket and adding a new basket to the dispositions and lien covenants for true sales of certain accounts receivable. The foregoing description of the Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of such Credit Agreement, a copy of which is attached hereto as Exhibit 10.1.

On September 28, 2022, the Company amended its existing Master Note Agreement dated July 20, 2016, as previously amended (as amended, the "Master Note Agreement") with Metropolitan Life Insurance Company, NYL Investors LLC, and PGIM, Inc. and certain other purchasers under the Master Note Agreement (collectively, the "Purchasers"). The Master Note Agreement was amended to, among other things: (i) increase the aggregate principal amount of Notes outstanding under the Master Note Agreement from time to time to up to $900 million, (ii) extend the issuance period during which the Company may issue at its discretion in a private placement, and the Purchasers may purchase at their discretion, senior promissory notes of the Company (collectively, the "Notes") to September 28, 2027, (iii) replace the benchmark replacement rate for floating rate Notes issued under the Master Note Agreement, if any, from LIBOR to Term SOFR, and (iv) make certain changes to covenants consistent with the changes to covenants made to the Credit Agreement summarized above. Except as explicitly amended, all of the terms and conditions of the Master Note Agreement remain in full force and effect. The foregoing description of the amendment to the Master Note Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is attached hereto as Exhibit 10.2.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The discussion under Item 1.01 is incorporated herein by reference.

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