63NOTE PAYMENTS
53
11B.
EXPENSES; INDEMNIFICATION
63EXPENSES; INDEMNIFICATION
53
11C.
CONSENT TO AMENDMENTS.
64CONSENT TO AMENDMENTS.
55
11D.
FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES.
65FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES.
55
11E.
PERSONS DEEMED OWNERS; PARTICIPATIONS
66PERSONS DEEMED OWNERS;
PARTICIPATIONS
56 11F.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT
66SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
56
11G.
SUCCESSORS AND ASSIGNS
66SUCCESSORS AND ASSIGNS
57
11H.
INDEPENDENCE OF COVENANTS
66INDEPENDENCE OF COVENANTS
57
11I.
NOTICESNOTICES.
6757
11J.
PAYMENTS DUE ON NON-BUSINESS DAYS 67PAYMENTS DUE ON NON-BUSINESS DAYS
57
11K.
SEVERABILITY
67SEVERABILITY
58
11L.
DESCRIPTIVE HEADINGS
68DESCRIPTIVE HEADINGS
58
11M.
SATISFACTION REQUIREMENT
68SATISFACTION REQUIREMENT
58
11N.
GOVERNING LAW
68GOVERNING LAW
58
11O. CONSENT TO JURISDICTION; WAIVER OR IMMUNITIES
68CONSENT TO JURISDICTION;
WAIVER OR IMMUNITIES
58 11P. WAIVER OF JURY TRIAL
6859
11Q.
SEVERALTY OF OBLIGATIONS
69SEVERALTY OF OBLIGATIONS
59
11R.
COUNTERPARTS
69COUNTERPARTS
59
11S.
BINDING AGREEMENT
69BINDING AGREEMENT
59
[11T.
DIRECTLY OR INDIRECTLY
69DIRECTLY OR INDIRECTLY 59
11U.
TRANSACTION REFERENCES.
70TRANSACTION REFERENCES.
59
11V.
CONFIDENTIAL INFORMATION
70CONFIDENTIAL INFORMATION
60
PURCHASER SCHEDULE
SCHEDULE 6A - PERMITTED INDEBTEDNESS SCHEDULE 6I - TRANSACTIONS WITH AFFILIATES
SCHEDULE 8L - SUBSIDIARIES
SCHEDULE 8V - LABOR MATTERS SCHEDULE 10B - EXISTING LIENS
v
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EXHIBIT A-1 - FORM OF SERIES A NOTE EXHIBIT A-2 - FORM OF SHELF NOTE
EXHIBIT B - FORM OF FUNDS DELIVERY INSTRUCTION LETTER EXHIBIT C - FORM OF
REQUEST FOR PURCHASE
EXHIBIT D - FORM OF CONFIRMATION OF ACCEPTANCE EXHIBIT E - FORM OF OPINION OF
COUNSEL
EXHIBIT 5A(iii) - FORM OF COMPLIANCE CERTIFICATE
v
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TRACTOR SUPPLY COMPANY
5401 Virginia Way
Brentwood, Tennessee 37027
As of August 14, 2017
PGIM, Inc. ("Prudential")
The Prudential Insurance Company of America ("PICA")
Farmers Insurance Exchange ("Farmers")
Mid Century Insurance Company ("Mid Century") Pensionskasse Des Bundes Publica
("Pensionskasse") Prudential Annuities Life Assurance
Corporation ("PALAC")
The Gibraltar Life Insurance Co., Ltd. ("Gibraltar") William Penn Life Insurance
Company of
New York ("William Penn")
Zurich American Insurance Company ("Zurich")
Each Prudential Affiliate (as hereinafter defined) which becomes bound by
certain provisions of this Agreement as hereinafter provided (together with
PICA, Farmers,
Mid Century, Pensionskasse, PALAC, Gibraltar, William Penn and Zurich, the
"Purchasers")
c/o Prudential Capital Group 1075 Peachtree St., Suite 3600
Atlanta, Georgia 30309 Ladies and Gentlemen:
The undersigned, Tractor Supply Company (herein called the "Company"), hereby
agrees with you as follows:
1.AUTHORIZATION OF ISSUE OF NOTES.
1A. Authorization of Issue of Series A Notes. The Company will authorize the
issue of its senior guaranteed promissory notes (the "Series A Notes") in the
aggregate principal amount of $150,000,000, to be dated the date of issue
thereof, to mature August 14, 2029, to bear interest on the unpaid balance
thereof from the date thereof until the principal thereof shall have become due
and payable at the rate of 3.70% per annum, but at the Default Rate if an Event
of Default has occurred and is continuing and at the Default Rate on any
1
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overdue Make Whole Amount and interest, and to