5.200% Notes due January 30, 2032
Note · Tractor Supply Company
Reference: 5.200% Notes due January 30, 2032
- Original principal
- USD 500,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Jan 30, 2032
Last reported interest terms: 5.2% Reported 2026-08-25 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 2.07 · Limitation on Liens
The Company shall not, and shall not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien on (i) any Principal Property or (ii) the capital stock of any Subsidiary, to secure any indebtedness for borrowed money of the Company, any Subsidiary or any other person without securing the Notes equally and ratably with such indebtedness for so long as such indebtedness shall be so secured, except for Permitted Liens.
Exceptions: except for Permitted Liens Defined terms:
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Consolidated Net Tangible Assets: the aggregate amount of the Company’s assets (less applicable reserves and other properly deductible items) and the Company’s consolidated Subsidiaries’ assets after deducting therefrom (i) all current liabilities (excluding any debt for money borrowed having a maturity of less than twelve months from the date of the Company’s most recent consolidated balance sheet but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower) and (ii) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the Company’s most recent consolidated balance sheet and computed in accordance with GAAP.
Source evidence: “Consolidated Net Tangible Assets” means the aggregate amount of the Company’s assets (less applicable reserves and other properly deductible items) and the Company’s consolidated Subsidiaries’ assets after deducting therefrom (i) all current liabilities (excluding any debt for money borrowed having a maturity of less than twelve months from the date of the Company’s most recent consolidated balance sheet but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower) and (ii) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the Company’s most recent consolidated balance sheet and computed in accordance with GAAP.
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Principal Property: any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling farm supplies, pet and animal feed and supplies, clothing, tools, fencing products and other related products or the manufacturing, warehousing or distributing of the products, owned or leased by the Company or any of the Company’s Subsidiaries.
Source evidence: “Principal Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling farm supplies, pet and animal feed and supplies, clothing, tools, fencing products and other related products or the manufacturing, warehousing or distributing of the products, owned or leased by the Company or any of the Company’s Subsidiaries.
Full wording and supporting evidence
Source evidence: The Company shall not, and shall not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien on (i) any Principal Property or (ii) the capital stock of any Subsidiary, to secure any indebtedness for borrowed money of the Company, any Subsidiary or any other person without securing the Notes equally and ratably with such indebtedness for so long as such indebtedness shall be so secured, except for Permitted Liens.
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
Target scope evidence: Section 2.07. Limitation on Liens. The Company shall not, and shall not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien on (i) any Principal Property or (ii) the capital stock of any Subsidiary, to secure any indebtedness for borrowed money of the Company, any Subsidiary or any other person without securing the Notes equally and ratably with such indebtedness for so long as such indebtedness shall be so secured, except for Permitted Liens.
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Consolidated Net Tangible Assets: the aggregate amount of the Company’s assets (less applicable reserves and other properly deductible items) and the Company’s consolidated Subsidiaries’ assets after deducting therefrom (i) all current liabilities (excluding any debt for money borrowed having a maturity of less than twelve months from the date of the Company’s most recent consolidated balance sheet but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower) and (ii) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the Company’s most recent consolidated balance sheet and computed in accordance with GAAP.
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Section 2.06 · Sale and Leaseback Transactions
The Company shall not, and shall not permit any Subsidiary to, enter into any transaction involving the sale and subsequent leasing back by the Company or any of its Subsidiaries of any Principal Property
Defined terms:
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Attributable Debt: in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).
Source evidence: “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).
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Funded Debt: all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower.
Source evidence: “Funded Debt” means all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower.
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Principal Property: any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling farm supplies, pet and animal feed and supplies, clothing, tools, fencing products and other related products or the manufacturing, warehousing or distributing of the products, owned or leased by the Company or any of the Company’s Subsidiaries.
Source evidence: “Principal Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling farm supplies, pet and animal feed and supplies, clothing, tools, fencing products and other related products or the manufacturing, warehousing or distributing of the products, owned or leased by the Company or any of the Company’s Subsidiaries.
Full wording and supporting evidence
Source evidence: The Company shall not, and shall not permit any Subsidiary to, enter into any transaction involving the sale and subsequent leasing back by the Company or any of its Subsidiaries of any Principal Property, unless, after giving effect to the Sale and Leaseback Transaction, the Company or such Subsidiary would be entitled, at the effective date of such Sale and Leaseback Transaction, to incur debt secured by a Lien on such Principal Property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, without equally and ratably securing the Notes pursuant to the covenant described under Section 2.07.
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
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Attributable Debt: in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).
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Section 2.08 · Consolidation, Merger, Dissolution, etc.
the Company may consolidate with or merge into, or convey, transfer or lease its properties and assets, substantially as an entirety to, any corporation, partnership or trust organized under the laws of the United States of America, any State thereof or the District of Columbia
Section 2.08. Consolidation, Merger, Dissolution, etc.
Full wording and supporting evidence
Source evidence: Without the consent of the Holders of the Notes, the Company may consolidate with or merge into, or convey, transfer or lease its properties and assets, substantially as an entirety to, any corporation, partnership or trust organized under the laws of the United States of America, any State thereof or the District of Columbia (provided that if such person is not a corporation, a co-obligor of the notes is a corporation organized under any such laws), as long as: (a) the successor assumes the obligations of the Company on the Notes and under the Indenture; (b) after giving effect to the transaction, no Event of Default, and no event that, after notice, lapse of time or both, would become an Event of Default, has occurred and is continuing; and (c) the Company shall deliver or cause to be delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Section 2.08.
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
Target scope evidence: Section 2.08. Consolidation, Merger, Dissolution, etc. Without the consent of the Holders of the Notes, the Company may consolidate with or merge into, or convey, transfer or lease its properties and assets, substantially as an entirety to, any corporation, partnership or trust organized under the laws of the United States of America, any State thereof or the District of Columbia
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Section 2.05(a) · Change of Control Offer to Purchase
Holders of Notes may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes to, but excluding, the date of purchase
Springing Trigger: If a Change of Control Triggering Event occurs Defined terms:
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Change of Control Triggering Event: the occurrence of both a Change of Control and a Rating Event.
Source evidence: “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
Full wording and supporting evidence
Source evidence: If a Change of Control Triggering Event occurs, Holders of Notes may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes to, but excluding, the date of purchase (unless a notice of redemption has been mailed within 30 days after such Change of Control Triggering Event stating that all of the Notes will be redeemed as described in Section 2.04).
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
Target scope evidence: If a Change of Control Triggering Event occurs, Holders of Notes may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes
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Change of Control Triggering Event: the occurrence of both a Change of Control and a Rating Event.
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Section 2.09(d) · Events of Default
(d) default in the payment of principal when due or resulting in acceleration of other indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $150.0 million and the indebtedness is not discharged or acceleration is not rescinded or annulled within ten days after written notice of the default to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25.0% in aggregate…
Springing Trigger: default in the payment of principal when due or resulting in acceleration of other indebtedness of the Company for borrowed money Exceptions: the Event of Default will be deemed cured or waived if the default that resulted in the acceleration of the other indebtedness is cured or waived or the indebtedness is discharged Section 2.09. Events of Default
Full wording and supporting evidence
Source evidence: (d) default in the payment of principal when due or resulting in acceleration of other indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $150.0 million and the indebtedness is not discharged or acceleration is not rescinded or annulled within ten days after written notice of the default to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding; provided that the Event of Default will be deemed cured or waived if the default that resulted in the acceleration of the other indebtedness is cured or waived or the indebtedness is discharged;
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
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Section 2.09(a) · Events of Default
default for 30 days in payment when due of any interest on the Notes
Section 2.09. Events of Default
Full wording and supporting evidence
Source evidence: (a) default for 30 days in payment when due of any interest on the Notes;
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
Target scope evidence: The following are the “Events of Default” with respect to the Notes: (a) default for 30 days in payment when due of any interest on the Notes;
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Section 2.09(b) · Events of Default
default in payment when due of principal of (or premium, if any, on) any of the Notes, or if applicable, the redemption price, when the same becomes due and payable by the terms of the Notes
Section 2.09. Events of Default
Full wording and supporting evidence
Source evidence: (b) default in payment when due of principal of (or premium, if any, on) any of the Notes, or if applicable, the redemption price, when the same becomes due and payable by the terms of the Notes;
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
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Section 2.09(c) · Events of Default
default or breach, for 60 days after notice from the Trustee or from the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding, in the performance of any other covenant or warranty in the Notes and in this Third Supplemental Indenture
Springing Trigger: after notice from the Trustee or from the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding Section 2.09. Events of Default
Full wording and supporting evidence
Source evidence: (c) default or breach, for 60 days after notice from the Trustee or from the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding, in the performance of any other covenant or warranty in the Notes and in this Third Supplemental Indenture;
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
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Section 2.09 · Events of Default
either the Trustee or the Holders of at least 25.0% in aggregate principal amount of the Notes may declare the principal amount of the Notes due and payable immediately
Springing Trigger: If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing Exceptions: the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration Section 2.09. Events of Default
Full wording and supporting evidence
Source evidence: If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing, either the Trustee or the Holders of at least 25.0% in aggregate principal amount of the Notes may declare the principal amount of the Notes due and payable immediately. At any time after making a declaration of acceleration with respect to Notes, but before obtaining a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration in accordance with Section 6.2 of the Base Indenture.
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”)
Target identity evidence: a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000
Target scope evidence: If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing, either the Trustee or the Holders of at least 25.0% in aggregate principal amount of the Notes may declare the principal amount of the Notes due and payable immediately.
Documents and filing history
- SeriesInstrument · EX-4.2 · 2026-08-25 — EX-4.2 THIRD SUPPLEMENTAL INDENTURE
- GoverningAgreement · EX-4.2 · 2026-08-25 — EX-4.2 THIRD SUPPLEMENTAL INDENTURE
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Issuance
· 2026-08-25
Original principal USD 500,000,000 Exact source document
Parent 8-K filing · 2026-08-25
THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”), as supplemented and amended by this Third Supplemental Indenture (the Base Indenture as supplemented by this Third Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of its unsecured unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture; WHEREAS, it is provided in Section 9.1 of the Base Indenture that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into indentures supplemental thereto to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.2 of the Base Indenture; WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Indenture and pursuant to appropriate Board Resolutions and actions of its authorized officers, has duly determined to make, execute and deliver to the Trustee this Third Supplemental Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000; and WHEREAS, all acts and requirements necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or any authenticating agent and issued upon the terms and subject to the conditions of the Indenture against payment therefor, the valid, binding and legal obligations of the Company and to make this Third Supplemental Indenture a valid and legally binding supplement to the Indenture have been done. NOW, THEREFORE, in order to establish the form and terms of the Notes and for and in consideration of the premises and of the covenants contained in the Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. For all purposes of the Base Indenture and this Third Supplemental Indenture relating to the Notes created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms used in this Third Supplemental Indenture have the meanings assigned to them in this Article. Each capitalized term that is used in this Third Supplemental Indenture but not defined herein shall have the meaning specified in the Base Indenture. “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).
Issuer evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”), as supplemented and amended by this Third Supplemental Indenture (the Base Indenture as supplemented by this Third Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of its unsecured unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture; WHEREAS, it is provided in Section 9.1 of the Base Indenture that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into indentures supplemental thereto to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.2 of the Base Indenture; WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Indenture and pursuant to appropriate Board Resolutions and actions of its authorized officers, has duly determined to make, execute and deliver to the Trustee this Third Supplemental Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000; and WHEREAS, all acts and requirements necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or any authenticating agent and issued upon the terms and subject to the conditions of the Indenture against payment therefor, the valid, binding and legal obligations of the Company and to make this Third Supplemental Indenture a valid and legally binding supplement to the Indenture have been done. NOW, THEREFORE, in order to establish the form and terms of the Notes and for and in consideration of the premises and of the covenants contained in the Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. For all purposes of the Base Indenture and this Third Supplemental Indenture relating to the Notes created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms used in this Third Supplemental Indenture have the meanings assigned to them in this Article. Each capitalized term that is used in this Third Supplemental Indenture but not defined herein shall have the meaning specified in the Base Indenture. “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).
Supporting evidence: 8 determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. (b) If on the third Business Day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no U.S. Treasury security maturing on the Par Call Date but there are two or more U.S. Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the U.S. Treasury security with a maturity date preceding the Par Call Date. If there are two or more U.S. Treasury securities maturing on the Par Call Date or two or more U.S. Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid and asked prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury security, and rounded to three decimal places. “Voting Stock” means, with respect to any specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. Section 1.02. Section References. Each reference to a particular section set forth in this Third Supplemental Indenture shall, unless the context otherwise requires, refer to this Third Supplemental Indenture. Each reference to a particular section of the Base Indenture shall refer to that particular section of the Base Indenture. ARTICLE II THE NOTES Section 2.01. Title and Amount of the Notes. The Company hereby creates the Notes pursuant to the Indenture. The Notes shall be designated as the “5.200% Notes due January 30, 2032.” The aggregate principal amount of the Notes that may be authenticated and delivered under this Third Supplemental Indenture is initially limited to $500,000,000. The Company may from time to time, without giving notice to or seeking the consent of the Holders of the Notes, issue debt securities with the same terms as the Notes (except for the issue date and, in some cases, the public offering price and the amount and date of the first interest payment) and ranking equally and ratably with the Notes. Any additional debt securities having such similar terms, together with the Notes, will constitute a single series of securities under the Indenture, including for purposes of voting and redemptions; provided that such additional debt securities will be issued under a separate CUSIP number if they are not fungible with the Notes for U.S. federal income tax purposes.
Supporting evidence: Section 2.02. Stated Maturity. The Stated Maturity of the Notes shall be January 30, 2032.
Supporting evidence: Section 2.03. Interest and Payment. The Notes shall bear interest at 5.200% per annum beginning on the date of issuance until the Notes are redeemed, paid or duly provided for. Interest on the Notes shall be paid semiannually in arrears on each January 30 and July 30 (each, a “Note Interest Payment Date”), commencing January 30, 2027, to the persons in whose names the Notes are registered at the close of business on the January 15 or July 15 immediately preceding the interest payment date (whether or not a Business Day) (each, a “Regular Record Date”).
Supporting evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”), as supplemented and amended by this Third Supplemental Indenture (the Base Indenture as supplemented by this Third Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of its unsecured unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture; WHEREAS, it is provided in Section 9.1 of the Base Indenture that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into indentures supplemental thereto to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.2 of the Base Indenture; WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Indenture and pursuant to appropriate Board Resolutions and actions of its authorized officers, has duly determined to make, execute and deliver to the Trustee this Third Supplemental Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000; and WHEREAS, all acts and requirements necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or any authenticating agent and issued upon the terms and subject to the conditions of the Indenture against payment therefor, the valid, binding and legal obligations of the Company and to make this Third Supplemental Indenture a valid and legally binding supplement to the Indenture have been done. NOW, THEREFORE, in order to establish the form and terms of the Notes and for and in consideration of the premises and of the covenants contained in the Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. For all purposes of the Base Indenture and this Third Supplemental Indenture relating to the Notes created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms used in this Third Supplemental Indenture have the meanings assigned to them in this Article. Each capitalized term that is used in this Third Supplemental Indenture but not defined herein shall have the meaning specified in the Base Indenture. “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).
Supporting evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2026 (this “Third Supplemental Indenture”), between TRACTOR SUPPLY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5401 Virginia Way, Brentwood, Tennessee 37027, and REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of October 30, 2020 (the “Base Indenture”), as supplemented and amended by this Third Supplemental Indenture (the Base Indenture as supplemented by this Third Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of its unsecured unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture; WHEREAS, it is provided in Section 9.1 of the Base Indenture that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into indentures supplemental thereto to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.2 of the Base Indenture; WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Indenture and pursuant to appropriate Board Resolutions and actions of its authorized officers, has duly determined to make, execute and deliver to the Trustee this Third Supplemental Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, a new series of Securities designated as its 5.200% Notes due January 30, 2032 (the “Notes”) in an aggregate principal amount of $500,000,000; and WHEREAS, all acts and requirements necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or any authenticating agent and issued upon the terms and subject to the conditions of the Indenture against payment therefor, the valid, binding and legal obligations of the Company and to make this Third Supplemental Indenture a valid and legally binding supplement to the Indenture have been done. NOW, THEREFORE, in order to establish the form and terms of the Notes and for and in consideration of the premises and of the covenants contained in the Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. For all purposes of the Base Indenture and this Third Supplemental Indenture relating to the Notes created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms used in this Third Supplemental Indenture have the meanings assigned to them in this Article. Each capitalized term that is used in this Third Supplemental Indenture but not defined herein shall have the meaning specified in the Base Indenture. “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company), of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).