Form 10-Q TRACTOR SUPPLY CO /DE/ For: Sep 26

October 22, 2020 8:29 AM

RESTATED

CERTIFICATE OF INCORPORATION

TRACTOR SUPPLY COMPANY

(Under Sections 242 and 245 of the General Corporation Law)

THE UNDERSIGNED, being the Chairman of the Board and Chief Executive Officer of Tractor Supply Company, a Delaware corporation (the "Corporation"), does hereby certify that:

1. The name of the Corporation is Tractor Supply Company. The Corporation was originally incorporated under the name TSC Acquisition, Inc.

2. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on December 2, 1982.

3. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the written consent of the Board of Directors and the stockholders of the Corporation pursuant to Sections 141(f) and 228, respectively, of the General Corporation Law of the State of Delaware.

4. The text of the Restated Certificate of Incorporation of the Corporation, as so restated, integrated and amended, shall read in its entirety as follows:

FIRST: NAME. The name of the Corporation is Tractor Supply Company.

SECOND: REGISTERED OFFICE AND REGISTERED AGENT. The address of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. The Corporation shall possess and may exercise all the powers and privileges granted by the General Corporation Law of the State of Delaware or by any other law or this Certificate of Incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH: CAPITAL STOCK. The total number of shares of stock that the Corporation shall have authority to issue is 400,040,000 shares of capital stock, of which (a) 400,000,000 shares shall be of a class designated “Common Stock,” par value $.008 per share, and (b) 40,000 shares shall be of a class designated “Preferred Stock,” par value $1.00 per share (of which 20,000 shares shall be of a series designated “Series B Preferred Stock”). The powers, preferences, rights, qualifications, limitations and restrictions of or on the shares of the capital stock of the Corporation are as follows:

1. Common Stock.

Each holder of Common Stock shall be entitled to vote at any time on matters presented to the stockholders of the Corporation for their approval, adoption or authorization and shall have one vote for each share of Common Stock held of record by him. Unless prevented by applicable law, all shares of Common Stock shall vote as a single class on all matters requiring the approval of the stockholders of the Corporation.

Each holder of Common Stock shall be entitled to dividends ratably with all other shares of Common Stock outstanding when, if and as such dividends are declared and paid. The Corporation shall not make any payment on Common Stock, effect any split of Common Stock, or allocate any benefit or preference to Common Stock, except in proportion to the total number of shares of Common Stock then outstanding.

1. Preferred Stock.

(A) General.

(1) The Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized herein.

(2) Authority is hereby vested in the Board of Directors of the Corporation to issue from time to time the Preferred Stock as Preferred Stock of any series and, in connection with the creation of each such series, to fix by resolution or resolutions providing for the issuance of shares thereof the voting rights, if any, the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions, of such series to the full extent now or hereafter permitted by this Restated Certificate of Incorporation, applicable law and the rules and regulations of the stock exchange or automated quotation system upon which any of the Corporation's securities may from time to time be listed or approved for quotation and trading, in respect of the matters set forth in the following paragraphs (a) through (e) inclusive:

(a) the liquidation value to which each share shall be entitled and the preference, if any, in relation to any other series or class of securities of the Corporation;

(b) whether such shares shall be convertible into Common Stock and if so, the ratio of conversion expressed in whole and/or fractional shares of Common Stock and the terms and conditions thereof;

(c) whether there shall be voting rights incident to such shares in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(d) whether such shares may be called in and retired or be otherwise subject to redemption (including redemption through the operation of a sinking fund, purchase fund or retirement fund) and if so, the terms and conditions thereof; and

(e) the dividend, if any, for such shares, together with the terms and conditions relating to the declaration and payment of such dividend and the preference, if any, in relation to any other series or class of securities of the Corporation.

(3) In addition to the foregoing, the Board of Directors may, in its discretion, assign to such Preferred Stock, in connection with each issuance thereof, such other terms, conditions, restrictions, limitations, rights and privileges as it may deem appropriate.

(B) Series B Preferred Stock. The Series B Preferred Stock has heretofore been established by the Board of Directors of the Corporation as follows:

"RESOLVED, that pursuant to the authority granted and vested in the Board of Directors of the Corporation in accordance with the provisions of the Restated Certificate of Incorporation of the Corporation, as amended, the Board of Directors does hereby provide for the creation and issuance of a series of the Preferred Stock of the Corporation and does hereby fix the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof, as follows:

1. Designation and Amount. The shares of such series of Preferred Stock shall be designated as "Series B Preferred Stock" and the number of shares constituting such series shall be 20,000. The par value of such series shall be $1.00 per share. Such series shall be referred to herein as the "Series B Preferred Stock." All shares of Series B Preferred Stock shall have identical powers, preferences, rights, qualifications, limitations and restrictions.

2. Rank. Except as permitted by Section 5(b) hereof, the Series B Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank prior to all classes of the Common Stock of the Corporation, par value $.008 per share (the "Common Stock"), and to all other equity securities of the Corporation (all such Common Stock and other equity securities of the Corporation being, collectively, the "Other Securities"), to the extent and as set forth herein.

3. Dividends and Distributions.

(a) Subject to Section 3(g) below, each holder of shares of the Series B Preferred Stock shall be entitled to receive when, as and if declared by the Board of Directors of the Corporation out of funds legally available for the payment of dividends, dividends payable in cash or shares of stock of the Corporation. Dividends shall accrue cumulatively on each outstanding share of Series B Preferred Stock at a rate per annum (computed on the basis of a 365-day year and on the actual number of days elapsed) on the Stated Value of such share equal to the rate set forth below, and no more, for the applicable period:


Period						Rate

Date of Issue - April 30, 1999						8%

May 1, 1999 - April 30, 2000						10%

May 1, 2000 - April 30, 2001						11%

May 1, 2001 - April 30, 2002						12%

Thereafter						13%

(b) Such dividends shall be payable in equal semi-annual payments on each May 1 and November 1, commencing on November 1, 1991 (each such date being a "Dividend Payment Date"). Each such semi-annual dividend shall be fully cumulative and shall accrue (whether or not declared, whether or not in any dividend period or dividend periods the Corporation shall have sufficient funds available for the payment of required

dividends and whether or not the Corporation shall otherwise then have the power to declare or pay dividends) from the first day of the semi-annual period in which such dividend may be payable as herein provided, except that with respect to the first semi-annual dividend on each share of Series B Preferred Stock, such dividend shall accrue from the date of issue of the Series B Preferred Stock. No premium or additional amount of interest, or sum of money in lieu of interest, shall be payable in respect of any Series B Preferred Stock dividend payment or payments which may be in arrears. All dividend payments on the Series B Preferred Stock shall be made in cash, except that, to the extent permitted by the General Corporation Law of the State of Delaware (the "GCL"), in lieu of payment in cash, dividend payments may be made, in the sole discretion of the Board of Directors of the Corporation, by the Corporation issuing additional fully paid and nonassessable shares of Series B Preferred Stock, or fraction thereof, at the rate of one share for each $1,000 of such dividend not paid in cash.

The issuance of such additional shares shall, along with any payments in cash, constitute full payment of such dividend.

Any shares of Series B Preferred Stock issued in payment of dividends shall be entitled to receive and be paid dividends with all other shares of Series B Preferred Stock at the time outstanding, commencing on the next following Dividend Payment Date.

(c) All dividends paid with respect to shares of Series B Preferred Stock pursuant to this Section 3 shall be paid cumulatively to the holders of record on the record date for any dividend declared thereon, without regard to the record ownership of any shares on any prior Dividend Payment Date and shall be paid pro rata to the holders entitled thereto.

(d) Except as permitted by Section 5(b) hereof,(i) each holder of shares of the Series B Preferred Stock shall be entitled to receive the dividends specified in this Section 3 in preference to and in priority over any dividends on any of the Other Securities and (ii) so long as any shares of the Series B Preferred Stock are outstanding, the Corporation shall not declare, pay or set apart for payment any dividend on, or directly or indirectly purchase or incur any mandatory redemption, sinking fund or other similar obligation in respect of, any of the Other Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Other Securities, or make any distribution in respect thereof, either directly or indirectly, whether in cash or obligations of the Corporation or other property, unless prior to or concurrently with such declaration, payment, setting apart for payment, purchase, redemption or distribution, as the case may be, (A) the Corporation shall have paid all accrued and unpaid dividends on the Series B Preferred Stock not paid on the Dividend Payment Dates and (B) the Corporation shall then be in compliance with all of its other obligations relating to the Series B Preferred Stock.

(e) Each fractional share of Series B Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Series B Preferred Stock pursuant to this Section 3. All such dividends on such outstanding fractional shares shall accrue and be payable in the same manner and at the same times as such dividends on such outstanding shares of Series B Preferred Stock.

(f) All dividends accrued or issued under this Section 3 shall be rounded to the nearest cent or one hundredth (1/100) of a share, as the case may be. Any provision of this Section 3 to the contrary notwithstanding, no adjustment in any dividend shall be made if the amount of such adjustment would be less than one cent ($.01) or one hundredth (1/100) of a share, as the case may be, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time that such amount, together with any other amount or amounts so carried forward, shall aggregate one cent ($.01) or one hundredth (1/100) of a share, as the case may be, or more.

(g) Notwithstanding any other provision of this Section 3, the Corporation shall not pay dividends on or with respect to the Series B Preferred Stock on any Dividend Payment Date to the extent that the

payment of such dividends on such Dividend Payment Date would constitute or result in a default by the Corporation under any agreement for borrowed money, promissory note or other debt instrument to which the Corporation is a party or by which it is bound, provided that all such unpaid dividends shall be accrued in accordance with Section 3(b) above.

4. Liquidation, Sale, etc.

(a) In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Corporation (collectively, a "Liquidation"), the holders of the Series B Preferred Stock shall be entitled to receive out of assets of the Corporation available for distribution to its stockholders an amount in cash equal to $1,000 for each share of Series B Preferred Stock outstanding plus an amount in cash equal to all accrued and unpaid dividends payable to them pursuant to Section 3 hereof, if any. Except as permitted by Section 5(b) hereof, no payments shall be made and no assets shall be distributed to the holders of any shares of any Other Securities upon Liquidation unless all of the holders of the Series B Preferred Stock shall have received payment of the full amount so due. If the assets of the Corporation shall be insufficient to pay in full such preferential amounts, then such assets shall be distributed among the holders of the Series B Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. For purposes of this Section 4, the sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation and the consolidation or merger of the Corporation with or into any other corporation shall be deemed a Liquidation within the meaning of this Section 4.

(b) The Board of Directors of the Corporation shall not enter into or approve any contract or agreement providing for, consummate any transaction involving, or otherwise cause or permit to occur, any acquisition of the Corporation by one or more Persons by way of consolidation or merger (resulting in the exchange of the outstanding shares of capital stock of the Corporation for cash, securities or other property), or any sale or lease of all or substantially all of the property or assets of the Corporation (any such acquisition, lease or sale being an "Event"), unless such contract, agreement or transaction provides that any distribution of cash, securities or other property made pursuant to the terms of such Event shall first be made to or set apart for holders of shares of the Series B Preferred Stock in an amount equal in value (in the case of securities or other property, as determined in good faith by the Board of Directors of the Corporation) to (i) $1,000 for each share of Series B Preferred Stock outstanding plus (ii) all accrued and unpaid dividends, if any on the shares of Series B Preferred Stock held by them; provided, that the rights of the holders of shares of the Series B Preferred Stock to receive any such cash, securities or other property pursuant to this Section 4(b) shall be subject to the consummation of such Event.

(c) The liquidation payment with respect to each outstanding fractional share of Series B Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock.

5. Voting.

(a) Except as hereinafter provided in this Section 5 or as expressly required by the GCL or other applicable law, the holders of shares of Series B Preferred Stock shall not be entitled to vote their shares with respect to any matter brought before the stockholders (or any class of stockholders) of the Corporation.

(b) So long as any shares of the Series B Preferred Stock are outstanding, the Corporation shall not, without the consent of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding, voting separately as a class (which consent shall be given in writing or by vote at a meeting of stockholders called for such purpose for which notice shall have been given to the holders of the Series B Preferred Stock):

(i) in any manner amend, alter or repeal any provision hereof or of the Restated Certificate of Incorporation or By-laws of the Corporation so as to affect adversely the designations, powers, preferences, rights, qualifications, limitations or restrictions of the Series B Preferred Stock;

(ii) create, authorize or issue (other than as contemplated herein) any class or series of capital stock, or reclassify any shares of any class or series of capital stock into shares of any class or series of capital stock, (A) on a parity with or having priority over the Series B Preferred Stock or (B) affecting adversely the Series B Preferred Stock or the holders thereof;

(iii) increase the authorized number of shares of Series B Preferred Stock (except as may be necessary to permit the payment of one or more stock dividends pursuant to Section 3 hereof) or reclassify any shares of the Series B Preferred Stock; or

(iv) consolidate with or merge with or into any other corporation or sell, lease, transfer or otherwise dispose of all or substantially all of its assets.

(c) (i) If at any time a dividend on the Series B Preferred Stock shall be accrued and unpaid in whole or in part on a Dividend Payment Date, and such dividend shall remain unpaid in whole or in part for more than 45 days following such Dividend Payment Date, then, during the period commencing on the day following the end of such 45-day period and ending on the earlier of (A) the date on which all accrued and unpaid dividends on the Series B Preferred Stock shall have been paid and (B) the date on which a Change in Control (as defined in Section 5(d) below) shall have occurred (each such period being a "Default Period"), the Corporation shall not, and shall not permit any Subsidiary to, directly or indirectly, without the consent of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding, voting separately as a class (which consent shall be given in writing or by vote at a meeting of stockholders called for such purpose for which notice shall have been given to the holders of the Series B Preferred Stock):

(1) (a) make or own any Investment, (b) purchase or otherwise acquire any assets other than assets used in the ordinary course of business, or (c) become liable for any liability or obligation of any other Person (including, without limitation, by way of a guaranty), except that:

(x) the Corporation may make and continue to own Permitted Investments;

(y) the Corporation may continue to own Investments in any Subsidiary, or any capital stock of any other Person, outstanding on the day prior to such Dividend Payment Date; and

(z) the Corporation may remain liable for any liability or obligation of another Person to the extent that such liability of the Corporation was outstanding on the day prior to such Dividend Payment Date;

(2) declare, order, pay, make or set apart for payment any Restricted Payment;

(3) make Capital Expenditures aggregating in excess of $300,000;

(4) take any action, including, without limitation, with respect to the capitalization of the Corporation, which would have the effect, directly or indirectly, of reducing the funds then or thereafter legally available for the payment of dividends on or redemption of the Series B Preferred Stock;

(5) enter into any contractual or other commitment, arrangement or transaction with any Affiliate (other than a holder of Series B Preferred Stock), including, without limitation, the purchase, sale or exchange of property or the rendering of any service to any Affiliate (other than a holder of Series B Preferred Stock), other than (a) upon terms which are fair and reasonable, in the good faith judgment of the Board of Directors of the Corporation, and no less favorable to the Corporation or to any Subsidiary than it would obtain in a comparable arms-length transaction with a Person not an Affiliate; and (b) the payments and actions permitted under the terms of Section 9(a)(x) hereof;

(6) make any optional prepayment in respect of any Indebtedness; or

(7) agree to take any of the actions referred to in clauses (1) through (6) above.

(ii) Upon the termination of any Default Period existing from time to time, the covenants set forth in clauses (1) through (7) above shall thereafter be of no further force or effect, subject to renewal from time to time upon the same terms and conditions as are set forth in Section 5(c)(i) above.

(d) (i) During the duration of any of the periods of time described in clauses (A) or (B) below (each such period being a "Special Voting Period"), the holders of the Series B Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors which will constitute a majority of the Board of Directors of the Corporation (each such election being a "Change in Control") and the holders of the other classes of the capital stock of the Corporation entitled to vote on the election of directors shall be entitled to elect the remaining members of the Board of Directors:

(A) If at any time dividends on the Series B Preferred Stock shall be accrued and unpaid in whole or in part for two or more consecutive Dividend Payment Dates, and such dividends shall remain unpaid in whole or in part for more than 30 days following the second such Dividend Payment Date, then a Special Voting Period shall commence on the day after such 30-day period and shall continue until the date on which all accrued and unpaid dividends on the Series B Preferred Stock shall have been paid in full.

(B) If any shares of the Series B Preferred Stock shall be outstanding after April 30, 2003, then a Special Voting Period shall commence on May 1, 2003 and shall continue until the Corporation shall have redeemed all of the outstanding shares of Series B Preferred Stock in accordance with Section 7 hereof.

(ii) Upon termination of all Special Voting Periods existing from time to time, the rights of the holders of the Series B Preferred Stock to elect a majority of the Board of Directors pursuant to this Section 5(d) shall cease, subject to renewal from time to time upon the same terms and conditions as are set forth in this Section 5(d).

(iii) At any time after the voting power to elect a majority of the Board of Directors (such directors sometimes hereinafter referred to as the "B Directors") shall have become vested in the holders of the Series B Preferred Stock pursuant to this Section 5(d), the Chairman or President of the Corporation may, and upon the request of the holders of at least ten percent (10%) of the Series B Preferred Stock then outstanding addressed to him at the principal office of the Corporation shall, call a special meeting for the election of directors by the holders of each class of the capital stock of the Corporation entitled to vote for the election of directors, to be held at such place and upon such notice (but not more than 60 days' notice) as is provided in the By-laws of the Corporation for the holding of special meetings of stockholders. If such meeting shall not be so called within 30 days after delivery of such request to the principal office of the Corporation, then the record holders who requested such meeting may, at the expense of the Corporation, call such meeting at the place and upon the notice above provided, and for such purpose shall have access to the stock books and records of the Corporation.

At any meeting so called and at any annual meeting held while the holders of the Series B Preferred Stock have the voting power to elect a majority of the Board of Directors, the holders of a majority of the then outstanding Series B Preferred Stock, present in person or by proxy, shall be sufficient to constitute a quorum for the election of B Directors as herein provided. The terms of office of all persons who are directors of the Corporation at the time of such meeting shall terminate upon the election at such meeting by the holders of the Series B Preferred Stock of B Directors, and the persons so elected as B Directors by the holders of the Series B Preferred Stock, together with such persons, if any, as may be elected as directors by the holders of the other classes of the capital stock of the Corporation entitled to vote on the election of directors, shall constitute the duly elected directors of the Corporation. Notwithstanding the foregoing provisions of this clause (iii) to the contrary, such election of B Directors may be effected without a meeting of stockholders, without prior notice and without a vote if such stockholders shall consent in writing to such election of directors in accordance with the provisions of Section 228 (or any successor provision) of the GCL as then in effect.

(iv) Whenever the holders of the Series B Preferred Stock shall be divested of such voting power pursuant to Section 5(d)(ii) above, the term of office of the directors elected by such holders shall forthwith terminate without further action, and the term of office of all other persons who are at the time directors of the Corporation shall terminate upon the election of their successors by the holders of each class of the capital stock of the Corporation (other than the Series B Preferred Stock) entitled to vote on the election of directors.

(e) In all cases where the holders of shares of Series B Preferred Stock have the right to vote separately as a class, each such holder shall be entitled to one vote for each such share held by him.

6. Retirement of Shares. Shares of the Series B Preferred Stock which have been issued and subsequently repurchased or reacquired in any manner by the Corporation shall become authorized and unissued shares of preferred stock but shall not be reissued as shares of Series B Preferred Stock.

7. Redemption of Series B Preferred Stock.

(a) Redemption. Subject to Section 7(f) below, at any time and from time to time on or after May 1, 1995, the Corporation may, at its option, repurchase all or any part of the shares of Series B Preferred Stock then outstanding (each such purchase being a "Redemption") at a price per share (the "Redemption Price") equal to the sum of (i) $1,000 and (ii) all accrued and unpaid dividends thereon to but excluding the date fixed by the Corporation for such Redemption(the "Redemption Date").

(b) Redemption Notice.

(i) The Corporation may cause a Redemption by giving written notice thereof (a "Redemption Notice") to all of the registered holders of shares of the Series B Preferred Stock at least 15 (but not more than 90) days prior to the Redemption Date. The Redemption Notice shall specify the Redemption Date, the time and place of the closing of such Redemption (the "Closing"), the number of shares of Series B Preferred Stock to be redeemed (the "Redemption Shares"), and the Redemption Price to be paid therefor. The Corporation shall deliver the Redemption Notice to each holder of Series B Preferred Stock at the address shown on the Corporation's record of stockholders.

(ii) If the Redemption Notice is delivered personally against proper receipt or by confirmed telefax or telex, it shall be effective upon delivery; If it is delivered by certified or registered mail, return receipt requested, with postage prepaid, by Federal Express or similar courier service with courier fees paid by the Corporation or by telegraph or cable, it shall be effective two business days following the date when mailed, couriered, telegraphed or cabled, as the case may be.

(iii) Notwithstanding the prior delivery of a Redemption Notice, the Corporation may elect not to consummate a Redemption by giving written notice (in any manner permitted by clause (ii) above) of such election to all of the holders of Series B Preferred Stock at least 10 days prior to the scheduled Redemption Date. If

such notice is properly and timely given, the Corporation and such holders shall be relieved of their respective obligations with respect to such (but only such) Redemption.

(c) Closing of Redemption. At the Closing, each holder of shares of Series B Preferred Stock shall sell his Redemption Shares to the Corporation, free and clear of any and all Liens, other than those imposed hereby or by applicable federal or state securities laws, and shall deliver to the Corporation the certificate or certificates representing such Redemption Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all requisite stock transfer stamps, if any, affixed thereto, against tender by the Corporation of payment of the Redemption Price therefor. The Corporation shall make such payment by certified or bank cashier's check or by wire transfer to an account designated by such holder to the Corporation at least three business days prior to the Redemption Date.

(d) Redemption Allocation. In case only a part of the Series B Preferred Stock at the time outstanding is to be redeemed, the shares to be redeemed shall be allocated among all of the holders of record of the Series B Preferred Stock on the date such redemption is declared in proportion to their respective holdings.

(e) Effect of Redemption. If (i) the Corporation shall have given the Redemption Notice in the manner described above, (ii) the Corporation shall have set apart all funds necessary to pay the Redemption Price for all shares of the Series B Preferred Stock to be redeemed, (iii) all such funds shall be available for the sole purpose of paying the amount due for all shares of the Series B Preferred Stock to be redeemed, and (iv) the Corporation shall have tendered payment of the Redemption Price contingent only upon surrender of the stock certificate or certificates evidencing the shares of Series B Preferred Stock to be redeemed, duly endorsed to the Corporation; then, from and after the Redemption Date, the shares of Series B Preferred Stock to be redeemed pursuant to the Redemption Notice shall be deemed to no longer be outstanding, and all rights with respect to such shares shall forthwith cease, except the right of the former holders thereof to receive the Redemption Price therefor, without interest.

(f) Corporation Prohibited by Law or Otherwise. Notwithstanding any other provision hereof to the contrary, the Corporation shall not repurchase shares of the Series B Preferred Stock to the extent that it does not have funds legally available therefor or if such Redemption is prohibited by, or counsel to the Corporation reasonably believes that such Redemption is prohibited by, or would constitute or result in a default under, any applicable federal or state law, rule or regulation or any agreement, promissory note or debt instrument to which the Corporation is a party or by which it is bound.

8. No Conversion Right. The Series B Preferred Stock shall not be convertible into Common Stock.

9. General Provisions.

(a) As used herein:

(i) The term "Affiliate" means any Person controlling, controlled by or under common control with the Corporation. For purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

(ii) The term "Capital Expenditures" means, for any period, the aggregate of all expenditures, including obligations under capital leases (as determined in accordance with GAAP), of the Corporation and its Subsidiaries taken as a whole during such period that, in conformity with GAAP, are required to be capitalized and reflected in the property, plant and equipment or similar fixed asset accounts on the consolidated balance sheet of the Corporation.

(iii) The term "GAAP" means generally accepted accounting principles as in effect in the United States as of the time and for the period as to which such accounting principles are to be applied.

(iv) The term "Indebtedness" means, as applied to any Person, (A) any indebtedness for borrowed money which such Person has directly or indirectly created, incurred or assumed, (B) all obligations secured by any Lien on any property or asset owned or held by such Person subject thereto, whether or not the obligations secured thereby shall have been assumed, (C) any indebtedness of the character referred to in clauses (A) or (B) of this definition deemed extinguished under GAAP but for which such Person remains legally liable, and (D) all liabilities and obligations of others with respect to which such Person has become liable or obligated (including, without limitation, by way of a guaranty).

(v) The term "Investment" means, as applied to any Person, any direct or indirect purchase or other acquisition by such Person of the capital stock or other securities of any other Person, or any direct or indirect loan, advance (other than advances to employees or consultants for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by such Person to any other Person, including all Indebtedness and accounts receivable from such other Person which are not current assets or did not arise from sales to such other Person in the ordinary course of business.

(vi) The term "Lien" means, as applied to any Person, any mortgage, lien, pledge, adverse claim, charge, security interest or other encumbrance existing on such date in or on, or any interest or title existing on such date of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease (which is classified and accounted for as such in accordance with GAAP) with respect to, any property or asset of such Person, or the signing or filing of any financing statement which names such Person as debtor, or the signing of any then-effective security agreement authorizing any other party as the secured party thereunder to file any financing statement.

(vii) The term "outstanding", when used with reference to shares of stock, means issued shares, excluding shares held by the Corporation.

(viii) The term "Permitted Investments" means (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America and maturing within one year from the date of acquisition thereof by the Corporation, (B) time deposits or certificates of deposit of a domestic bank having a capital surplus and undivided profits of at least $100,000,000; provided, that the aggregate amount of such deposits shall not exceed $5,000,000 at any time, (C) commercial paper of a domestic issuer rated either A1 or better by Standard & Poor's Corporation or P1 or better by Moody's Investors Service, Inc. and maturing within 270 days from the date of acquisition thereof by the Corporation, and (D) shares or other interests in any investment company which invests only in investments of the type specified in clauses (A) through (C) above; provided, that the aggregate amount permitted by this clause (D) shall not at any time exceed $2,500,000.

(ix) The term "Person" means any corporation, partnership, trust, organization, association or other entity or individual.

(x) The term "Restricted Payment" means, as applied to any Person (A) any redemption, retirement, purchase or other acquisition, direct or indirect, of any shares of the capital stock of such Person then outstanding, or of any warrants, rights or options to acquire any shares of capital stock, or any inducements to any other Person to acquire, vote or sell, or to abstain from acquiring, voting or selling, shares of the capital stock of such Person, except any redemption or purchase of shares of the Series B Preferred Stock pursuant to Section 7 hereof or of any class or series of capital stock created, authorized or issued pursuant to Section 5(b)(ii) hereof; and (B) any direct or indirect loan, extension of credit or advance (other than advances to employees and consultants for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) to any Person directly or indirectly holding any shares of stock of such Person.

(xi) The term "Stated Value" means, with respect to a share of Series B Preferred Stock, $1,000.

(xii) The term "Subsidiary" means any corporation, the majority of the voting stock of which is owned, directly or indirectly through one or more Subsidiaries, by the Corporation.

(b) All shares of Series B Preferred Stock which may be issued on a Dividend Payment Date in lieu of payment in cash will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable, free from all taxes and Liens with respect to the issuance thereof, and the Corporation shall take no action which will cause a contrary result.

(c) The headings contained herein are for convenience of reference only and shall not define, limit or otherwise affect in any way the meaning or interpretation of any of the terms or provisions hereof.

FURTHER RESOLVED, that the Corporation hereby reserves, at all times so long as any shares of the Series B Preferred Stock shall remain outstanding, free from preemptive rights, out of its treasury stock or its authorized but unissued shares of Series B Preferred Stock, or both, a sufficient number of shares of Series B Preferred Stock to provide for any and all dividend payments to be made by the Corporation issuing additional fully paid and nonassessable shares of Series B Preferred Stock in lieu of payment in cash."

FIFTH: MANAGEMENT AND AFFAIRS OF THE CORPORATION.

1. The number of directors constituting the whole Board will be as set forth in the By-Laws of the Corporation.

2. Commencing at the 2005 annual meeting of stockholders, directors will be elected at each annual meeting of stockholders of the Corporation and will hold office for a term expiring at the next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal.

3. In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.

4. The election of directors need not be by written ballot.

5. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws of the Corporation.

SIXTH: REORGANIZATION. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of ss.291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of ss.279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agrees to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

SEVENTH: LIMITATION OF LIABILITY OF DIRECTORS. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after the date hereof to authorize corporate action further eliminating or limiting the liability of directors, then the liability of each director of the Corporation shall automatically be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of the provisions of this Article SEVENTH shall not adversely affect any right or protection of a director of the Corporation existing pursuant to this Article SEVENTH at the time of such repeal or modification.

EIGHTH: AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

As of September 26, 2020, Tractor Supply Company had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.

In this Exhibit 4.1, when we refer to the “Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean Tractor Supply Company, excluding, unless otherwise expressly stated, our subsidiaries and affiliates.

The following description is a summary of the material terms of our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Fifth Amended and Restated By-laws, as amended (the “By-laws”), as currently in effect. This description is subject to, and qualified in its entirety by reference to, our Certificate of Incorporation and our By-laws, both of which are exhibits to the Quarterly Report on Form 10-Q of which this Exhibit 4.1 is a part. We encourage you to read our Certificate of Incorporation, our By-laws and the applicable provisions of the Delaware General Corporation Law (“DGCL”), for additional information.

Authorized Capital

As of September 26, 2020, our authorized capital stock consisted of 400,000,000 shares of common stock, par value $.008 per share, and 40,000 shares of preferred stock, par value $1.00 per share, of which 20,000 shares are designated Series B Preferred Stock.

Common Stock

Voting Rights. Under the terms of the Certificate of Incorporation, each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote and present in person or by proxy at any annual meeting of stockholders are able to elect all of the directors standing for election, if they should so choose.

Dividends. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Board of Directors out of legally available assets or funds.

Liquidation. In the event of our liquidation, dissolution, or winding up, holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences. Holders of common stock have no preemptive or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which we may designate in the future.

Board of Directors

The By-laws provide for a Board of Directors of not less than one member, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. The By-laws provide that directors will be elected to hold office for a term expiring at the next annual meeting of stockholders or until a successor is duly elected and qualified or until his or her earlier resignation or removal. In uncontested director elections each director is elected by the vote of the majority of the votes cast; provided, however, that in a contested election, the directors shall be elected by a plurality of the votes of the shares

present in person or represented by proxy at the meeting and entitled to vote on the election of directors. An incumbent nominee not receiving a majority of the votes cast in an uncontested election shall promptly tender his or her offer of resignation to the Board of Directors for its consideration if such director has not previously submitted a conditional offer of resignation. A recommendation on whether or not to accept such resignation offer shall be made by a committee of independent directors that has been delegated the responsibility of recommending nominees for director for appointment or election to the Board of Directors, or (1) if each member of such committee did not receive the required majority vote or (2) if no such committee has been appointed, a majority of the Board of Directors shall appoint a special committee of independent directors for such purpose of making a recommendation to the Board of Directors. If no independent directors received the required majority vote, the Board of Directors shall act on the resignation offers.

Amendment to By-laws

The Certificate of Incorporation and By-laws provide that the Board of Directors is expressly authorized to alter, amend or repeal the By-laws by the affirmative vote of a majority of the total number of directors then in office. Any amendment, alteration, change, addition or repeal of the By-laws by our stockholders shall require the affirmative vote of the holders of at least a majority of our outstanding shares, voting together as a class, entitled to vote on such amendment, alteration, change, addition or repeal.

Amendment to Certificate of Incorporation

The Certificate of Incorporation provides that the affirmative vote of the holders of at least a majority of the outstanding stock entitled to vote thereon, voting together in a single class, is required to amend or repeal any provision of, or to adopt a bylaw inconsistent with, the Certificate of Incorporation.

Special Meetings of Stockholders

The By-laws provide that special meetings of our stockholders may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the President or, at the direction of a majority of the Board of Directors, the Secretary. In addition, the By-laws also provide that the Secretary shall call a special meeting of stockholders upon the written request of one or more stockholders who Net Long Beneficially Own (as such term is defined in the By-Laws), in the aggregate, not less than twenty percent (20%) of our outstanding shares of common stock, subject to specified conditions and procedural, notice and information requirements in connection with the advance notice of stockholder business and director nominations, with which requesting stockholders must comply.

Action on Written Consent

Pursuant to the Certificate of Incorporation and the By-laws, any action required by law or the By-laws to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and are delivered to us as required by law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our By-laws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual or special meeting of stockholders must provide timely notice of their proposal in writing to the Secretary. Generally, to be timely, a stockholder’s notice must be delivered to, mailed and received at our principal executive offices, addressed to the Secretary, and within the following time periods:

• in the case of an annual meeting, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the current year’s annual meeting shall have been changed by more than 30 days from the anniversary date of the previous year’s annual meeting, to be timely notice by the stockholder must be received by us not later than the later of (i) the ninetieth day prior to such current year’s annual meeting or (ii) the tenth day following (1) the day on which the notice containing the date of the current year’s annual meeting is provided by us or (2) public disclosure of the current year’s annual meeting date was made, whichever first occurs; provided further, however, that any such notice which is received later than the fifth business day prior to the meeting may be disregarded; and

• in the case of a nomination of a person or persons for election to the Board of Directors at a special meeting of the stockholders called for the purpose of electing directors, not earlier than the 120th day prior to such special meeting and not later than the later of (i) the ninetieth day prior to such special meeting or (ii) the tenth day following (1) the day on which the notice containing the date of the special meeting is provided by us or (2) public disclosure of the special meeting date was made, whichever first occurs; provided, however, that any such notice which is received later than the fifth business day prior to the meeting may be disregarded.

In no event shall any adjournment, postponement or deferral, or public disclosure of an adjournment, postponement or deferral, of a meeting of the stockholders commence a new time period (or extend any time period) for the giving of the stockholder’s notice.

We have also adopted a proxy access right that permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least three percent (3%) of the outstanding shares of common stock, to nominate and include in our proxy materials a number of director nominees constituting the greater of (i) twenty percent (20%) of the total number of members of the Board of Directors on the last day on which a nomination notice may be submitted pursuant to Section 1.2 of the Certificate of Incorporation (rounded down to the nearest whole number) and (ii) two nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our By-laws. Under our By-laws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement and form of proxy must be submitted to the Secretary at our principal executive office no earlier than 150 days and no later than 120 days prior to the first anniversary of the date we provided or made available our definitive proxy statement for the preceding year’s annual meeting; provided, however, that if the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, to be timely the stockholder notice must be received no later than 180 days prior to such annual meeting or the tenth day after the day on which notice of the date of the meeting was first publicly announced or disclosed.

Authorized but Unissued Capital Stock

Our Certificate of Incorporation authorizes our Board of Directors, without further action by the stockholders and subject to any limitations imposed by the listing standards of The Nasdaq Global Select Market, to issue up to 40,000 shares of preferred stock, par value $1.00 per share, in one or more classes or series, to establish from time to time the number of shares to be included in each such class or series, to fix the rights, powers and preferences of the shares of each such class or series and any qualifications, limitations, or restrictions thereon.

Delaware law does not require stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise. Such an issuance may protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Limitation on Directors’ Liability and Indemnification

Section 145(a) of the DGCL grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that were actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) of the DGCL grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made pursuant to Section 145(b) of the DGCL in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 145(a) and (b) of the DGCL, as described in the preceding paragraphs, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the DGCL.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation, or an amendment thereto, to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for director liability in the event of unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. Our Certificate of Incorporation indemnifies the directors and officers to the full extent of the DGCL and also allows the Board of Directors to indemnify all other employees. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates, heirs, executors and administrators of such persons.

We maintain a directors’ and officers’ insurance policy. The policy insures directors and officers against losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions that are normal and customary for policies of this type.

We believe that our Certificate of Incorporation, By-laws and insurance policies are necessary to attract and retain qualified persons to serve as our directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and By-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required or allowed by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Delaware Anti-Takeover Statute

Certain Delaware law provisions may make it more difficult for someone to acquire us through a tender offer, proxy contest or otherwise.

Section 203 of the DGCL provides that, subject to certain stated exceptions, an “interested stockholder” is any person (other than the corporation and any direct or indirect majority-owned subsidiary) who owns 15% or more of the outstanding voting stock of the corporation or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date of determination, and the affiliates and associates of such person. A corporation may not engage in a business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder unless:

•prior to such time the board of directors of the corporation approved either the business combination or transaction which resulted in the stockholder becoming an interested stockholder;

•upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding voting stock which is not owned by the interested stockholder.

The effect of these provisions may make a change in control of our business more difficult by delaying, deferring or preventing a tender offer or other takeover attempt that a stockholder might consider in its best interest. This includes attempts that might result in the payment of a premium to stockholders over the market price for their shares. These provisions also may promote the continuity of our management by making it more difficult for a person to remove or change the incumbent members of the board of directors.

Transfer Agent and Registrar

Computershare Trust Company, N.A. is the transfer agent and registrar for our common stock.

Listing

Our common stock is listed on the Nasdaq Global Select Market under the symbol “TSCO.”

THIRD AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF GUARANTORS

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF GUARANTORS (this “Agreement”), dated as of October 16, 2020 (the “Third Amendment Effective Date”), is entered into among TRACTOR SUPPLY COMPANY, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), Swingline Lender and Issuing Lender. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS

A. The Borrower, the Guarantors, the Lenders, the Issuing Lender, the Swingline Lender and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 19, 2016 (as amended or modified from time to time, the “Credit Agreement”).

B. The Borrower has requested that the Lenders agree to release the Guarantors and make certain amendments to the Credit Agreement, and the Lenders have agreed to such request, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Amendments.

(a) The language “CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors” on the cover page of the Credit Agreement is hereby deleted in its entirety.

(b) The language “the Guarantors (as defined herein),” in the introductory paragraph of the Credit Agreement is hereby deleted in its entirety.

“2017 NPA” means that certain Note Purchase and Private Shelf Agreement, dated as of August 14, 2017, among the Borrower, the other signatories thereto, and the purchasers of the 2017 NPA Notes thereunder, as the same may be amended, restated or otherwise modified from time to time.

“2017 NPA Notes” means those senior unsecured notes issued by the Borrower from time to time under the 2017 NPA.

“2020 Bonds” means those senior unsecured notes issued by Borrower, on or before December 31, 2020, in an amount up to $750,000,000.

“Third Amendment Effective Date” means October 16, 2020.

(d) The following definitions in Section 1.1 of the Credit Agreement are hereby amended to read as follows:

“Change of Control” means the occurrence of any of the following events: (i) any Person or two or more Persons acting in concert shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, control over, Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 40% or more of the combined voting power of all Voting Stock of the Borrower, (ii) a majority of the members of the Board of Directors of the Borrower cease to be Continuing Directors; or (iii) any event constituting a “Change of Control” under, and as defined in, any of the 2017 NPA, the 2017 NPA Notes or the 2020 Bonds.

“Credit Parties” means (a) for purposes of this Agreement other than Article VI, the Borrower and (b) for purposes of Article VI, the Borrower and its Material Subsidiaries.

“Credit Party Obligations” means, without duplication, all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender and the Swingline Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a Bankruptcy Event with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code of the United States).

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrower, the guarantors party thereto, the Lenders party thereto and the Administrative Agent.

(e) The definitions of “Excluded Swap Obligation”, “Guarantors” “Guaranty”, “Qualified ECP Guarantor” and “Swap Obligation” in Section 1.1 of the Credit Agreement are hereby deleted in their entirety.

(f) The parenthetical in Section 3.4(c)(vi) of the Credit Agreement shall be amended to delete the language “and the Guarantors”.

(g) The parenthetical in Section 3.19(d)(iii) of the Credit Agreement shall be amended to delete the language “and the Guarantors”.

(h) Article IV of the Credit Agreement is hereby amended to read as follows:

ARTICLE IV.

[RESERVED]

(i) Section 6.12 of the Credit Agreement is hereby amended to read as follows:

Set forth on Schedule 6.12 is a complete and accurate list of all Subsidiaries of each Credit Party as of the Third Amendment Effective Date and the jurisdiction of their organization.

(j) Section 7.12 of the Credit Agreement is hereby amended to read as follows:

7.12 [Reserved].

(k) Section 8.1 of the Credit Agreement is hereby amended to (i) delete the “and” at the end of clause (g), (ii) replace the “.” at the end of clause (h) with “; and” and (iii) add a new clause (i) to read as follows:

(i) unsecured Indebtedness in respect of the 2020 Bonds.

(l) Section 8.11 of the Credit Agreement shall be amended to read as follows:

8.11 Limitation on Restricted Actions.

Documents, (ii) the 2017 NPA Notes, the 2017 NPA and any other documentation or instrument executed in connection therewith, (iii) any documentation or instrument governing the 2020 Bonds (provided that such documentation or instrument does not restrict the ability of the Consolidated Parties to perform their obligations under the Credit Documents), (iv) applicable law or (v) any document or instrument governing purchase money Indebtedness (including Capital Leases) permitted by this Credit Agreement, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith.

(m) Section 8.14 of the Credit Agreement is hereby amended to read as follows:

8.14 No Further Negative Pledges.

The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any documentation or instrument governing the 2020 Bonds, (c) pursuant to any document or instrument governing purchase money Indebtedness (including Capital Leases) permitted by this Credit Agreement, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (d) pursuant to any agreement governing Indebtedness permitted hereunder so long as such restriction is not more restrictive than Section 8.2 as in effect at the time such agreement is executed, except that such agreement may restrict Liens securing the Credit Party Obligations provided that such Indebtedness is either secured ratably with the Credit Party Obligations pursuant to an intercreditor agreement reasonably acceptable to the Administrative Agent and the holders of such Indebtedness or, in the case of Cash Collateral, requires that an equal amount of Cash Collateral is pledged to secure such Indebtedness.

(n) Section 9.1(e) of the Credit Agreement is hereby amended to read as follows:

(e) [Reserved].

(o) Section 9.2(d) of the Credit Agreement is hereby amended to read as follows:

(d) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents including, without limitation, all rights of set off.

(p) The last sentence in Section 9.3 of the Credit Agreement is hereby deleted in its entirety.

(q) Section 10.10 of the Credit Agreement is hereby amended to read as follows:

10.10 [Reserved].

(r) Schedule 6.12 to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 6.12 attached hereto.

(s) Exhibit 7.12 to the Credit Agreement is hereby deleted in its entirety.

2. Release of Guarantors. Each Guarantor is hereby unconditionally released from all of its obligations in connection with its guarantee of the Credit Party Obligations and it is agreed that Article IV of the Credit Agreement is no longer in effect. The Administrative Agent agrees to execute and deliver to the Borrower (at the expense of the Borrower) such other documents as the Borrower may reasonably request to evidence and give full effect to the release contemplated hereby.

3. Effectiveness; Conditions Precedent. This Agreement shall be effective as of the date first set forth above upon satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received counterparts of this Agreement duly executed by the Borrower, the Guarantors and the Lenders.

(b) The Borrower shall have paid all fees owing to the Administrative Agent and Wells Fargo Securities, LLC.

4. Expenses. The Borrower agrees to reimburse the Administrative Agent for all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable and documented fees and expenses of Moore & Van Allen PLLC.

5. Ratification of Credit Agreement. The Borrower acknowledges and consents to the terms set forth herein and agrees that this Agreement does not impair, reduce or limit any of its obligations under the Credit Documents, as amended hereby. This Agreement is a Credit Document.

6. Authority/Enforceability. The Borrower represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(b) This Agreement has been duly executed and delivered by the Borrower and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar law and to general principles of equity.

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Borrower of this Agreement.

(d) The execution and delivery of this Agreement does not (i) contravene the terms of its organizational documents, (ii) violate any Requirement of Law or (iii) violate any material agreement which is binding on it or its assets.

7. Representations and Warranties of the Credit Parties. The Borrower represents and warrants to the Lenders that after giving effect to this Agreement (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date) and (b) no Default or Event of Default has occurred and is continuing.

8. Counterparts/Telecopy. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. This Agreement and any other Credit Document may be executed and delivered by electronic means (including electronic image, facsimile, “.pdf”, “.tif” and “.jpeg”), and thereupon such agreement, certificate or instrument shall be treated in each case and in all manner and respects and for all purposes as an original agreement, certificate or instrument and shall be considered to have the same binding legal effect as if it were an original manually-signed counterpart thereof delivered in person. No party to this Agreement or any other Credit Document shall assert the fact that electronic means were used to make or deliver a signature, or the fact that any signature, agreement, certificate or instrument was created, transmitted or communicated through the use of electronic means, as a defense to the formation, effectiveness, validity or enforceability of any such agreement, certificate or instrument.

9. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

12. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[signature pages follow]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWER: TRACTOR SUPPLY COMPANY,

a Delaware corporation

By:

Name: Kurt D. Barton

Title: Executive Vice President and Chief Financial Officer

For Purposes of Acknowledging Section 2 of this Amendment:

SUBSIDIARY

GUARANTORS: TRACTOR SUPPLY CO. OF MICHIGAN, LLC,

a Michigan limited liability company

By: Tractor Supply Company, a Delaware corporation, its sole member

By:

Name: Kurt D. Barton

Title: Executive Vice President and Chief Financial Officer

TRACTOR SUPPLY CO. OF TEXAS, LP,

a Texas limited partnership

By: Tractor Supply Company, a Delaware corporation, its General Partner

By:

Name: Kurt D. Barton

Title: Executive Vice President and Chief Financial Officer

ADMINISTRATIVE

AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

Name:

Title:

LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Lender, Swingline Lender and Issuing Lender

By:

Name:

Title:

REGIONS BANK,

as Lender

By:

Name:

Title:

BANK OF AMERICA, N.A.,

as Lender

By:

Name:

Title:

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Lender

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,

as Lender

By:

Name:

Title:

TRUIST BANK,

as Lender

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

as Lender

By:

Name:

Title:

PINNACLE BANK,

as Lender

By:

Name:

Title:

FIRST AMENDMENT

NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

This First Amendment to Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of October 16, 2020, by and among Tractor Supply Company, a Delaware corporation (the “Company”), each of the undersigned Guarantors (together with the Company, collectively, the “Obligors”, and each, individually, an “Obligor”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).

W I T N E S S E T H:

WHEREAS, the Company, Prudential and the Noteholders are parties to a certain Note Purchase and Private Shelf Agreement, dated as of August 14, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Note Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Agreement), pursuant to which the Noteholders have purchased Notes from the Company;

WHEREAS, the Company has requested that Prudential and the Noteholders amend certain provisions of the Note Agreement and release the Guarantors from their obligations under the Guaranty, and subject to the terms and conditions hereof, Prudential and the Noteholders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments.

(a)Paragraph 3A of the Note Agreement is hereby amended by (i) adding “(if any)” after each reference to “Guarantors” and “Guarantor” therein and (ii) replacing clause (ii) of such paragraph in its entirety with the following:

(ii) A fully executed and delivered guaranty agreement or a reaffirmation of a previously executed guaranty agreement, each in a form acceptable to the Purchasers, executed by each Subsidiary of the Company (if any) that is a “Guarantor” under the Existing Credit Agreement or the 2020 Bond Indenture (the “Guaranty”).

(b)Paragraph 4G of the Note Agreement is hereby amended by replacing clause (iii) of such paragraph in its entirety with the following:

(iii) Offer to Prepay Notes. The offer to prepay Notes contemplated by the foregoing clause (i) shall be an offer to prepay, in accordance with and subject to this paragraph 4G, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). Such Proposed Prepayment Date shall be the earlier of the date that all Indebtedness under the Existing Credit Agreement is repaid in full as a result of such Change of Control and a date no later than three Business Days after such Change of Control.

(c)Paragraph 5L of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

5L. Additional Guarantors.

As soon as practicable and in any event within 30 days after any Person guarantees any Indebtedness arising under or pursuant to any Material Credit Facility, the Company shall cause such Person to enter into a guaranty agreement in a form reasonably acceptable to the Required Holders, and cause such Person to deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Required Holders.

(d)Paragraph 6A of the Note Agreement is hereby amended by (x) deleting the “and” at the end of clause (vii) thereof, (y) replacing the “.” at the end of clause (viii) thereof with “; and” and (z) adding the following clause (ix) to such paragraph in the appropriate chronological order:

(ix) unsecured Indebtedness in respect of the 2020 Bonds.

(e)Paragraph 6K of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

6K. Limitation on Restricted Actions.

The Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) - (d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Note Documents, (ii) any documentation or instrument governing the Principal Credit Facilities so long as such encumbrances or restrictions are not more restrictive than this Agreement, (iii) applicable law or (iv) any document or instrument governing purchase money Indebtedness (including Capital Leases) permitted by this Agreement, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith.

(f)Paragraph 6N of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

6N. No Further Negative Pledges.

(a)The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the

grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Note Documents, (b) pursuant to any document or instrument governing purchase money Indebtedness (including Capital Leases) permitted by this Agreement, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (c) pursuant to any agreement governing Indebtedness permitted hereunder so long as such restriction is not more restrictive than paragraph 6B as in effect at the time such agreement is executed, except that such agreement may restrict Liens securing the Credit Party Obligations provided that such Indebtedness is either secured ratably with the Credit Party Obligations pursuant to an intercreditor agreement reasonably acceptable to the Required Holders and the holders of such Indebtedness or, in the case of cash collateral, requires that an equal amount of cash collateral is pledged to secure such Indebtedness.

(b)To the extent the Existing Credit Agreement and the 2020 Bond Indenture are amended to remove all restriction on agreements or covenants restricting the ability of the Company and its Subsidiaries to grant or permit to exist Liens, including Section 8.14 of the Existing Credit Agreement and the corresponding provision of the 2020 Bond Indenture, and no other Principal Credit Facility contains such restriction, then this Agreement shall be deemed to be amended automatically to remove this paragraph 6N. The Company and the holders of the Notes agree to promptly execute and deliver at the expense of the Company (including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holder(s) evidencing the amendment of this Agreement to remove this paragraph 6N. The execution and delivery of such an amendment to this Agreement described herein shall not be a precondition to the effectiveness of such amendment as provided for in this paragraph 6N, but shall merely be for the convenience of the parties hereto. To the extent that (1) any lenders under the Existing Credit Agreement or any holders of the 2020 Bonds receive any fee or other compensation at the time of or in connection with agreeing or consenting to any amendment to the Existing Credit Agreement or the 2020 Bond Indenture, as applicable, described in this paragraph 6N (such fees and compensation being “Lien Covenant Amendment Fees”) and (2) the Company has not otherwise paid the holders of the Notes fees in connection with such action, then the Company shall pay the holders of the Notes fees and compensation in an aggregate amount equal to the product of (i) the Lien Covenant Amendment Fees paid to such lenders and holders in respect of such action and (ii) a fraction of which (A) the numerator is the aggregate principal amount of Notes then outstanding and (B) the denominator is the aggregate principal amount of all Indebtedness (and unused commitments of the lenders) under the Principal Credit Facilities then outstanding.

(g) Paragraph 6Q of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

6Q. Most Favored Lender Status.

(i) In the event the Company or any Subsidiary shall amend any Principal Credit Facility at any time after the date of this Agreement such that such Principal Credit Facility contains one or more Additional Covenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Principal Credit Facility.

(ii) If this Agreement is deemed amended to include any Additional Covenant or Additional Default, and thereafter such Additional Covenant or Additional Default in any Principal Credit Facility is excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified, then the related Additional Covenant or Additional Default included in this Agreement pursuant to the requirements of this paragraph 6Q shall, without any further action on the part of the Company or any of the holders of the Notes, be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified in this Agreement; provided if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant or Additional Default is to be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified under this paragraph 6Q, the prior written consent of the Required Holders shall be required as a condition to the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Covenant or Additional Default, as the case may be; and provided, further, that in no event shall the covenants, defaults or any related definitions contained in this Agreement as in effect on the date of this Agreement be deemed amended or construed to be loosened or relaxed by operation of the terms of this paragraph 6Q(ii), and only any such Additional Covenant or Additional Default shall be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified pursuant to the terms hereof.

(iii) The Company shall promptly execute and deliver at its expense (including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holder(s) evidencing the amendment of this Agreement to include, exclude, terminate, loosen, relax, tighten, amend or otherwise modify any Additional Covenant or Additional Default, as the case may be, pursuant to clause (i) or clause (ii) above; provided that the execution and delivery of such amendments to this Agreement described herein shall not be a precondition to the effectiveness of such inclusion, exclusion, termination, loosening, relaxation, tightening, amendment or modification, but shall merely be for the convenience of the parties hereto.

(iv) To the extent that (1) lenders or holders under any Principal Credit Facility receive any fee or other compensation at the time of or in connection with agreeing or consenting to any action described in clause (ii) above in respect of any Additional Covenant or Additional Default (such fees and compensation being “New Additional Covenant and Default Fees”), (2) as a result, pursuant to clause (ii) above, the corresponding Additional Covenant or Additional Default, as incorporated into this Agreement, is similarly excluded, terminated, loosened, relaxed, tightened, amended, or otherwise modified, and (3) the Company has not otherwise paid the holders of the Notes fees in connection with such action, then the Company shall pay the holders of the Notes fees and compensation in an aggregate amount equal to the product of (i) the New Additional Covenant and Default Fees paid to such lenders and holders in respect of such action and (ii) a fraction of which (A) the numerator is the aggregate principal amount of Notes then outstanding and (B) the denominator is the aggregate principal amount of all Indebtedness (including unused commitments of the lenders) under the Principal Credit Facilities then outstanding; and

(v) The Company covenants and agrees to give prompt written notice in reasonable detail to the holders of the Notes of each and every occasion in which each and every Additional Covenant or Additional Default in any Principal Credit Facility is included, excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified.

(h) Paragraph 7(A)(v) of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

(v) Guaranties. Except as otherwise permitted by the Noteholders or as the result of or in connection with a merger of a Subsidiary permitted under paragraph 6D, the guaranty given by any Guarantor hereunder or any provision thereof shall cease to be in full force and effect, or any Guarantor hereunder or any Person acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s obligations under such guaranty, or any Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any guaranty; or

(i) Paragraph 8E of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

8E. No Conflicts.

Neither the execution and delivery of the Note Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by such Credit Party will (a) violate or conflict with any provision of its articles or certificate of incorporation or bylaws or other organizational or governing documents of such Person, (b) violate, contravene or materially conflict with any material Requirement of Law or any other material law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which (except as to any Principal Credit Facility) could reasonably be expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to its properties. No Default or Event of Default has occurred and is continuing.

(j) Paragraph 8L of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

8L. Subsidiaries.

Set forth on Schedule 8L is a complete and accurate list of all Subsidiaries of each Credit Party as of the First Amendment Effective Date and the jurisdiction of their organization.

(k) Paragraph 8W of the Note Agreement is hereby amended by replacing such paragraph in its entirety with the following:

8W. Offering of Notes

Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company (except for the 2020 Bonds) for sale to, or solicited any offers to buy the Notes or any similar security of the Company (except for the 2020 Bonds) from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and not more than 35 other Institutional Investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or

sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

(l) Paragraph 10B of the Note Agreement is hereby amended by (i) deleting the definition for “Guarantor Joinder Agreement” in its entirety, (ii) changing all references to “Bank Lien Covenant Amendment Fees” to “Lien Covenant Amendment Fees”, (iii) changing all references to “New Bank Additional Covenant and Default Fees” to “New Additional Covenant and Default Fees” and (iv) replacing the definitions for “Additional Covenant”, “Cash Equivalents”, “Change of Control”, “Credit Parties”, “Existing Credit Agreement”, “Material Credit Facility” and “Principal Credit Facility” in their entirety with the following:

“Additional Covenant” shall mean any affirmative or negative covenant or similar restriction applicable to the Company or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness created or evidenced by the document in which such covenant or similar restriction is contained (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenant in paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 of this Agreement; for the avoidance of doubt, to the extent the provisions of paragraph 6N is removed from this Agreement in accordance with the terms thereof, and any Principal Credit Facility is later amended to revise or modify the equivalent provision thereof, such subsequent revision or modification shall constitute an Additional Covenant. Notwithstanding the foregoing, any Principal Credit Facility having a more restrictive monetary value limit for the disposition of Property than is set out in Section 6E of this Agreement, which is not also more restrictive than Section 8.5 of the Existing Credit Agreement and the corresponding provision of the 2020 Bond Indenture, in each case, as in effect on the date hereof, will not constitute an "Additional Covenant" for purposes of this Agreement.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any “Lender” (as defined in the Existing Credit Agreement), (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders party to the Existing Credit Agreement) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair

market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“Change of Control” means the occurrence of any of the following events: (i) any Person or two or more Persons acting in concert shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, control over, Voting Stock of the Company (or other securities convertible into such Voting Stock) representing 40% or more of the combined voting power of all Voting Stock of the Company, (ii) a majority of the members of the Board of Directors of the Company cease to be Continuing Directors, or (iii) any event constituting a “Change of Control” (as defined in any of the Principal Credit Facilities) occurs.

“Credit Parties” means (a) for purposes of this Agreement other than paragraph 8, the Company and any Guarantors party hereto and (b) for purposes of paragraph 8, the Company and its Material Subsidiaries. “Credit Party” means any one of them.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of February 19, 2016, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, as amended by that certain First Amendment to Credit Agreement dated as of June 15, 2017 and as may be further amended or supplemented, restated, extended, refinanced, replaced or otherwise modified from time to time.

“Material Credit Facility” means, as to the Company and its Subsidiaries,

(a) each Principal Credit Facility; and

(b) any other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the date of this Agreement by the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $100,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency); and if no Principal Credit Facility exists and no Credit Facility or Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Principal Credit Facility” means the Existing Credit Agreement and the 2020 Bond Indenture, or to the extent that both the Existing Credit Agreement and the 2020 Bond Indenture have terminated, the principal Credit Facility (as defined in the definition of Material Credit Facility) of the Company and its Subsidiaries in effect from time to time.

(m) Paragraph 10B of the Note Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“2020 Bond Indenture” means the indenture to be entered into to govern the 2020 Bonds upon issuance thereof, executed by the Company and the trustee named therein, as such Indenture may be amended, restated, supplemented, extended, renewed, replaced or otherwise modified from time to time thereafter.

“2020 Bonds” means senior unsecured notes to be issued by the Company on or before December 31, 2020, in an amount up to $750,000,000 on terms substantially similar with those provided to the holders of the Notes prior to the First Amendment Effective Date.

“First Amendment Effective Date” means October 16, 2020.

(n) Schedule 8L to the Note Agreement is hereby amended by replacing such schedule in its entirety with the Schedule 8L attached hereto.

(o) Exhibit 5L to the Note Agreement is hereby amended by deleting such exhibit in its entirety.

2.Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective, and the Company shall have no rights under this Amendment, until Prudential and the Noteholders shall have received (i) such fees as the Company has previously agreed to pay the Noteholders or any of its affiliates in connection with this Amendment, if any, (ii) reimbursement, payment or satisfactory arrangement of future payment of its out of pocket costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to Prudential and the Noteholders), (iii) executed counterparts to this Amendment from the Company, each of the Guarantors, Prudential and the Noteholders, (iv) an executed copy of an amendment to the Existing Credit Agreement in form and substance substantially similar to this Amendment and acceptable to the Required Holders (the “Wells Amendment”) and (v) an executed counterpart to that certain Letter Agreement, dated as of the date hereof, by the Company in favor of the Noteholders.

3.Reserved.

4.Representations and Warranties. To induce Prudential and the Noteholders to enter into this Amendment, the Company hereby represents and warrants to Prudential and the Noteholders as follows:

(a) Each of the Obligors has the corporate or other necessary power and authority, to make, deliver and perform this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment.

(b) No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Obligor in connection with the execution, delivery, performance, validity or enforceability of this Amendment.

(d) This Amendment constitutes a legal, valid and binding obligation of each Obligor enforceable against such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(e) Neither the execution and delivery of this Amendment, nor the consummation of the transactions contemplated herein, nor performance of and compliance with the terms and provisions hereof by any Obligor will (a) violate or conflict with any provision of its articles or certificate of incorporation or bylaws or other organizational or governing documents of such Person, (b) violate, contravene or materially conflict with any material Requirement of Law or any other material law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which (except as to the Existing Credit Agreement) could reasonably be expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to its properties.

(f) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement and the other Note Documents are true in all material respects (except to the extent such representations and warranties expressly relate to an earlier date, then such representations and warranties were true in all material respects as of such date), and no Default or Event of Default has occurred and is continuing as of the date hereof.

5.Release of Guarantors. Subject to the effectiveness of this Amendment and the Wells Amendment, the Noteholders party hereto hereby release each of the undersigned Guarantors from all of its obligations under the Guaranty and agree that, upon the effectiveness of this Amendment and the Wells Amendment, the Guaranty is terminated and of no further force or effect. Each Guarantor hereby releases Prudential, the Noteholders and their respective affiliates and subsidiaries and their respective officers, directors, employees, shareholders, agents and representatives as well as their respective successors and assigns from any and all claims, obligations, rights, causes of action, and liabilities, of whatever kind or nature, whether known or unknown, whether foreseen or unforeseen, arising on or before the date hereof, which such Guarantor ever had, now has or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, which are based upon, arise under or are related to the Guaranty or any other Note Document, other than for claims arising from the gross negligence or willful misconduct of a Noteholder or the material breach of the contractual obligations of any of them to the Company or such Guarantor.

6.Ratification of the Note Agreement and the Notes. The Company acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Note Agreement, as amended hereby, and the Notes.

7.Effect of Amendment. Except as set forth expressly herein, the Note Agreement, as amended hereby, and the other Note Documents, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company to all holders of the Notes. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the holders of the Notes under the Note Agreement, nor

constitute a waiver of any provision of the Note Agreement, except as expressly provided herein. From and after the date hereof, all references to the Note Agreement shall mean the Note Agreement as modified by this Amendment. This Amendment shall constitute a Note Document for all purposes of the Note Agreement.

8.Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK IN ACCORDANCE WITH THE PROVISIONS OF §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

9.No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Note Agreement or an accord and satisfaction in regard thereto.

10.Costs and Expenses. The Company agrees to pay on demand all reasonable out of pocket costs and expenses of the Noteholders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Noteholders with respect thereto.

11.Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in PDF form shall be as effective as delivery of a manually executed counterpart hereof.

12.Estoppel. To induce the Noteholders to enter into this Amendment, the Company hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense or counterclaim in favor of the Company against any holder of the Notes with respect to the obligations of the Company to any such holder, either with or without giving effect to this Amendment.

13.Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, any other holders of Notes from time to time and their respective successors, successors-in-titles, and assigns.

14.Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COMPANY:

TRACTOR SUPPLY COMPANY

By:________________________________________

Name: _____________________________________

Title: ______________________________________

GUARANTORS:

TRACTOR SUPPLY CO. OF MICHIGAN, LLC

By:________________________________________

Name: _____________________________________

Title: ______________________________________

TRACTOR SUPPLY CO. OF TEXAS, L.P.

By:________________________________________

Name: _____________________________________

Title: ______________________________________

NOTEHOLDERS:

PGIM, INC.

By: ___________________________________

Vice President

FARMERS INSURANCE EXCHANGE

By: PGIM Private Placement Investors,

L.P. (as Investment Advisor)

By: PGIM Private Placement Investors, Inc.

(as its General Partner)

By:___________________________________

Vice President

MID CENTURY INSURANCE COMPANY

By: PGIM Private Placement Investors,

L.P. (as Investment Advisor)

By: PGIM Private Placement Investors, Inc.

(as its General Partner)

By:___________________________________

Vice President

PENSIONSKASSE DES BUNDES PUBLICA

By: PGIM Private Capital Limited,

as Investment Manager,

By:___________________________________

Director

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

By: PGIM, Inc., as investment manager

By:___________________________________

Vice President

THE GIBRALTAR LIFE INSURANCE CO., LTD.

By: PGIM Japan Co., Ltd., as Investment Manager

By: PGIM, Inc., as Sub-Adviser

By:___________________________________

Vice President

THE PRUDENTIAL INSURANCE COMPANY OF

AMERICA

By:___________________________________

Second Vice President

WILLIAM PENN LIFE INSURANCE COMPANY OF NEW

YORK

By: PGIM Private Placement Investors,

L.P. (as Investment Advisor)

By: PGIM Private Placement Investors, Inc.

(as its General Partner)

By:___________________________________

Vice President

ZURICH AMERICAN INSURANCE COMPANY

By: PGIM Private Placement Investors,

L.P. (as Investment Advisor)

By: PGIM Private Placement Investors, Inc.

(as its General Partner)

By:___________________________________

Vice President

Schedule 8L

SUBSIDIARIES

Tractor Supply Co. of Texas, LP

Jurisdiction of Formation: Texas

Tractor Supply Co. of Michigan, LLC

Jurisdiction of Formation: Michigan

Tractor Supply Company of Utah, LLC

Jurisdiction of Formation: Delaware

Del’s Farm Supply, LLC

Jurisdiction of Formation: Delaware

TSC Purchasing, LLC

Jurisdiction of Formation: Delaware

TSC Franklin DC, LLC

Jurisdiction of Formation: Delaware

TSC SSC Bond, LLC

Jurisdiction of Formation: Delaware

Petsense, LLC

Jurisdiction of Formation: Delaware

Exhibit 31.1

CERTIFICATIONS

I, Harry A. Lawton III, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	October 22, 2020	/s/ Harry A. Lawton III
		Harry A. Lawton III
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Kurt D. Barton, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	October 22, 2020	/s/ Kurt D. Barton
		Kurt D. Barton
		Executive Vice President - Chief Financial Officer and Treasurer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report (“Report”) of Tractor Supply Company (the “Company”) on Form 10-Q for the fiscal quarter ended September 26, 2020, as filed with the Securities and Exchange Commission on the date hereof, we, Harry A. Lawton III, Chief Executive Officer, and Kurt D. Barton, Chief Financial Officer, of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350), that:

(1)The Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:			October 22, 2020

/s/ Harry A. Lawton III

Harry A. Lawton III

President and Chief Executive Officer

/s/ Kurt D. Barton

Kurt D. Barton

Executive Vice President - Chief Financial Officer and Treasurer

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Form 10-Q TRACTOR SUPPLY CO /DE/ For: Sep 26

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