Exhibit 4.2


 


 


LAMB WESTON HOLDINGS, INC.,


as Issuer


 


4.375% Senior Notes due 2032


 


 



 


INDENTURE


 


Dated as of November 8, 2021


 


COMPUTERSHARE TRUST COMPANY, N.A.,


as Trustee


 


 






    


     


    

 




TABLE OF CONTENTS


 


Page


 


	ARTICLE I
 
 Definitions and Incorporation by Reference
	 	 	 
	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Other Definitions	17
	SECTION 1.03.	[Reserved]	17
	SECTION 1.04.	Rules of Construction	17
	SECTION 1.05.	Limited Condition Acquisitions	18
	 	 	 
	ARTICLE II
 
 The Notes
	 	 	 
	SECTION 2.01.	Amount of Notes	19
	SECTION 2.02.	Form and Dating	19
	SECTION 2.03.	Execution and Authentication	20
	SECTION 2.04.	Registrar and Paying Agent	20
	SECTION 2.05.	Paying Agent To Hold Money in Trust	21
	SECTION 2.06.	Holder Lists	21
	SECTION 2.07.	Transfer and Exchange	21
	SECTION 2.08.	Replacement Notes	30
	SECTION 2.09.	Outstanding Notes	30
	SECTION 2.10.	Cancellation	30
	SECTION 2.11.	Defaulted Interest	31
	SECTION 2.12.	CUSIP, ISIN or Common Code Numbers	31
	SECTION 2.13.	Calculation of Principal Amount of Notes	31
	 	 	 
	ARTICLE III
 
 Redemption
	 	 	 
	SECTION 3.01.	Notices to Trustee	31
	SECTION 3.02.	Selection of Notes To Be Redeemed	31
	SECTION 3.03.	Notice of Redemption	32
	SECTION 3.04.	Effect of Notice of Redemption	33
	SECTION 3.05.	Deposit of Redemption Price	33
	SECTION 3.06.	Notes Redeemed in Part	33
	 	 	 
	ARTICLE IV
 
 Covenants
	 	 	 
	SECTION 4.01.	[Reserved]	33
	SECTION 4.02.	Payment of Notes	33
	SECTION 4.03.	SEC Reports	33
	SECTION 4.04.	[Reserved]	34
	SECTION 4.05.	[Reserved]	34
	SECTION 4.06.	Limitation on Liens	34
	SECTION 4.07.	[Reserved]	34
	SECTION 4.08.	[Reserved]	34




 






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	SECTION 4.09.	[Reserved]	34
	SECTION 4.10.	[Reserved]	34
	SECTION 4.11.	[Reserved]	34
	SECTION 4.12.	Repurchase of Notes at the Option of Holders upon Change of Control Triggering Event	35
	SECTION 4.13.	[Reserved]	36
	SECTION 4.14.	Limitation on Guarantees of Debt by Subsidiaries	36
	 	 	 
	ARTICLE V
 
 Successor Company
	 	 	 
	SECTION 5.01.	When Company May Merge or Transfer Assets	36
	 	 	 
	ARTICLE VI
 
 Defaults and Remedies
	 	 	 
	SECTION 6.01.	Events of Default	38
	SECTION 6.02.	Acceleration	39
	SECTION 6.03.	Other Remedies	39
	SECTION 6.04.	Waiver of Past Defaults	40
	SECTION 6.05.	Control by Majority	40
	SECTION 6.06.	Limitation on Suits	40
	SECTION 6.07.	Rights of Holders to Receive Payment	40
	SECTION 6.08.	Collection Suit by Trustee	40
	SECTION 6.09.	Trustee May File Proofs of Claim	41
	SECTION 6.10.	Priorities	41
	SECTION 6.11.	Undertaking for Costs	41
	SECTION 6.12.	Waiver of Stay or Extension Laws	41
	 	 	 
	ARTICLE VII
 
 Trustee
	 	 	 
	SECTION 7.01.	Duties of Trustee	41
	SECTION 7.02.	Rights of Trustee	42
	SECTION 7.03.	Individual Rights of Trustee	43
	SECTION 7.04.	Trustee’s Disclaimer	44
	SECTION 7.05.	Notice of Defaults	44
	SECTION 7.06.	[Reserved]	44
	SECTION 7.07.	Compensation and Indemnity	44
	SECTION 7.08.	Replacement of Trustee	45
	SECTION 7.09.	Successor Trustee by Merger	45
	SECTION 7.10.	Eligibility; Disqualification	45
	SECTION 7.11.	Preferential Collection of Claims Against Company	45
	 	 	 
	ARTICLE VIII
 
 Discharge of Indenture; Defeasance
	 	 	 
	SECTION 8.01.	Discharge of Liability on Notes; Defeasance	46
	SECTION 8.02.	Conditions to Defeasance	47
	SECTION 8.03.	Application of Trust Money	47
	SECTION 8.04.	Repayment to Company	48
	SECTION 8.05.	Indemnity for U.S. Government Obligations	48
	SECTION 8.06.	Reinstatement	48




 


 



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	ARTICLE IX
 
 Amendments
	 	 	 
	SECTION 9.01.	Without Consent of Holders	48
	SECTION 9.02.	With Consent of Holders	49
	SECTION 9.03.	[Reserved]	50
	SECTION 9.04.	Revocation and Effect of Consents and Waivers	50
	SECTION 9.05.	Notation on or Exchange of Notes	50
	SECTION 9.06.	Trustee To Sign Amendments	50
	SECTION 9.07.	Additional Voting Terms; Calculation of Principal Amount	50
	 	 	 
	ARTICLE X
 
 Guarantee
	 	 	 
	SECTION 10.01.	Guarantee of Notes	50
	SECTION 10.02.	Limitation on Liability	52
	SECTION 10.03.	Successors and Assigns	53
	SECTION 10.04.	No Waiver	53
	SECTION 10.05.	Modification	53
	SECTION 10.06.	Execution of Supplemental Indenture for Future Guarantors	53
	SECTION 10.07.	Non-Impairment	53
	 	 	 
	ARTICLE XI
 
 Miscellaneous
	 	 
	SECTION 11.01.	[Reserved]	53
	SECTION 11.02.	Notices	53
	SECTION 11.03.	Communication by Holders with Other Holders	54
	SECTION 11.04.	Certificate and Opinion as to Conditions Precedent	54
	SECTION 11.05.	Statements Required in Certificate or Opinion	54
	SECTION 11.06.	Annual Officer’s Certificate as to Compliance	54
	SECTION 11.07.	When Notes Disregarded	55
	SECTION 11.08.	Rules by Trustee, Paying Agents and Registrar	55
	SECTION 11.09.	Legal Holidays	55
	SECTION 11.10.	Governing Law; Jury Trial Waiver	55
	SECTION 11.11.	No Recourse Against Others	55
	SECTION 11.12.	Successors	55
	SECTION 11.13.	Multiple Originals; Electronic Signature	55
	SECTION 11.14.	Table of Contents; Headings	56
	SECTION 11.15.	Force Majeure	56
	SECTION 11.16.	U.S.A. Patriot Act	56




 


EXHIBIT INDEX


 


	Exhibit A	-	Form of Initial Note
	Exhibit B	-	Form of Certificate of Transfer
	Exhibit C	-	Form of Certificate of Exchange
	Exhibit D	-	Form of Supplemental Indenture




 






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INDENTURE dated as of November 8, 2021 among LAMB
WESTON HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) party hereto from time to
time and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, as
Trustee (the “Trustee”).


 


Each party agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the Holders of (i) $700,000,000 aggregate principal amount of the Company’s
4.375% Senior Notes due 2032 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued from time to
time (together with the Initial Notes, the “Notes”):


 


ARTICLE I



Definitions and Incorporation by Reference


 


SECTION 1.01.              
Definitions.


 


“2028 Notes” means the Company’s
4.875% Senior Notes due 2028 outstanding on the Issue Date that were issued pursuant to the 2028 Notes Indenture.


 


“2028 Notes Indenture” means that certain
Indenture, dated as of May 12, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association,
as trustee, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


“2030 Notes” means the Company’s
4.125% Senior Notes due 2030 outstanding on the Issue Date that were issued pursuant to the 2030 Notes Indenture.


 


“2030 Notes Indenture” means that certain
Indenture, dated as of November 8, 2021, by and among the Company, the guarantors party thereto and Computershare Trust Company, N.A.,
as trustee, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof,
relating to the issuance of the 2030 Notes.


 


“Additional Notes” means Notes issued
under the terms of this Indenture subsequent to the Issue Date, it being understood that any Notes issued in exchange for or replacement
of any Initial Note shall not be an Additional Note.


 


“Affiliate” means, with respect to
a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Person specified.


 


“Applicable Premium” means with respect
to any Note on any redemption date, the greater of:


 


(1)               
1.0% of the principal amount of such Note; and


 


(2)               
the excess, if any, of:


 


(A)              
the present value at such redemption date of (i) the principal amount of such Note plus (ii) all scheduled remaining interest payments
due on such Note through January 31, 2027 (excluding accrued but unpaid interest to, but excluding, the redemption date), computed using
a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over


 


(B)              
the principal amount of such Note.


 


“Applicable Procedures” means, with
respect to any payment, tender, redemption, transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures
of the Depositary, Euroclear and/or Clearstream that apply to such payment, tender, redemption, transfer or exchange.


 






     


     


    

 


“Attributable Debt” means, with respect
to any Sale and Leaseback Transaction, (i) with respect to any such lease that creates a Financing Lease Obligation, the Financing Lease
Obligation thereunder and (ii) with respect to any lease that does not result in a Financing Lease Obligation, the principal amount of
the Financing Lease Obligation that would result if such lease was treated as a Financing Lease Obligation (assuming an interest rate
for such lease equal to the interest rate applicable to the Notes).


 


“Attributed Principal Amount” means,
on any day, with respect to any Permitted Receivables Financing entered into by the Company or any Subsidiary, the aggregate amount (with
respect to any such transaction, the “Invested Amount”) paid to, or borrowed by, such Person as of such date under such Permitted
Receivables Financing, minus the aggregate amount received by the applicable Receivables Financier and applied to the reduction of the
Invested Amount under such Permitted Receivables Financing.


 


“Authentication Agent” means an institution,
reasonably acceptable to the Company, appointed by the Trustee to authenticate the Notes.


 


“Bankruptcy Law” means Title 11, United
States Code, or any similar Federal or state law for the relief of debtors.


 


“Board of Directors” means the Board
of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.


 


“Business Day” means each day that
is not a Legal Holiday.


 


“Cash Equivalents” means:


 


(a)                
direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing
within one year from the date of acquisition thereof;


 


(b)               
investments in (1) commercial paper and variable or fixed rate notes issued by (A) any domestic commercial bank of recognized standing
having capital and surplus in excess of $250,000,000 or (B) any bank whose short-term commercial paper rating from S&P is at least
A-1 or from Moody’s is at least P-1 (any such bank described in this clause (b) being an “Approved Bank”) (or by the
parent company thereof) or (2) any commercial paper or variable rate notes issued by, or guaranteed by any domestic corporation rated
A-1 or better by S&P or P-1 or better by Moody’s, and in each case maturing within 270 days from the date of acquisition thereof;


 


(c)                
investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office
of any Approved Bank;


 


(d)               
repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a
financial institution satisfying the criteria described in clause (b) above;


 


(e)                
money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii)
are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and


 


(f)                 
other investments made for cash management purposes in any jurisdiction outside the United States where the Company or its Subsidiaries
conduct business that are classified as “cash equivalents” in accordance with GAAP.


 


“Change of Control” means the occurrence
of any of the following:


 






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(1)       any
 “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act except that a person will be deemed to be the beneficial owner of any
Equity Interests of the Company such person has the right to acquire, whether that right is exercisable immediately or only after the
passage of time), directly or indirectly (including as a result of a merger or consolidation of the Company), of more than 50% of the
voting power of the Equity Interests of the Company entitled to vote for members of the Board of Directors on a fully diluted basis;


 


(2)       the
sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Company or a Subsidiary; or


 


(3)       the
shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, a Person shall not
be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement
until the consummation of the transactions contemplated by such agreement unless such Person has the right to vote or direct the voting
of such Equity Interests.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Ratings Event; provided, that no Change of Control Triggering Event will be deemed
to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.


 


“Clearstream” means Clearstream Banking,
Société Anonyme or any successor securities clearing agency.


 


“Code” means the Internal Revenue Code
of 1986, as amended.


 


“Company” means the party named as
such in this Indenture until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor.


 


“Consolidated EBITDA” means, for any
period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to:


 


(a)                
Consolidated Net Income for such period, plus


 


(b)                other
than with respect to clause (iv) below, an amount which, in the determination of Consolidated Net Income for such period, has been
deducted for, without duplication: (i) Consolidated Interest Expense, (ii) provision for taxes based on income, profits or capital
of the Company and its Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes and foreign
withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax
examinations, (iii) depreciation and amortization expense and all other non-cash charges (including impairment charges), expenses or
losses (except for any such expense that (x) requires accrual of a reserve for anticipated future cash payments for any period or
(y) represents a write-down of current assets), (iv) (1) pro forma costs savings permitted to be reflected in pro forma financial
statements prepared in accordance with Regulation S-X of the Exchange Act and (2) the amount of pro forma cost savings, operating
expense reductions and synergies (collectively, “Cost Savings”) that are reasonably expected by the Company to result
over the next succeeding four fiscal quarter period (calculated as though such Cost Savings had been realized on the first day of
such period) as a result of, or in connection with, actions (including any acquisition or disposition of a Subsidiary or line of
business, in each case, outside the ordinary course of business) consummated during such period or expected to be taken within
twelve months, provided that (A) such Cost Savings are reasonably identifiable, quantifiable and factually supportable, (B)
the aggregate amount of such Cost Savings added pursuant to this clause (iv)(2) during such period shall not exceed an amount equal
to 25.0% of Consolidated EBITDA for such period (calculated without giving effect to any amounts added back pursuant to this clause
(iv)(2)) and (C) such pro forma Cost Savings shall only be added back for quarters ending on or prior to the last day of the fourth
full fiscal quarter following the applicable action, and in each case described in this clause (iv), no Cost Savings shall be added
pursuant to this clause (iv) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether
through a pro forma adjustment or otherwise, for such period, (v) non-recurring, extraordinary or unusual cash charges, expenses or
losses, (vi) any contingent or deferred payments (including earn-out payments, non-compete payments and consulting payments but
excluding ongoing royalty payments) made in connection with any acquisition of a Subsidiary or line of business outside the ordinary
course of business, (vii) the amount of write-offs or amortization of deferred financing fees, commissions, fees and expenses
(including any write-offs or amortization of fees and expenses related to Permitted Receivables Financings), (viii) losses from
foreign exchange translation adjustments or Swap Contracts during such period, (ix) losses associated with discontinued operations
(but only after such operations are no longer owned or operated by the Company or a Subsidiary), (x) acquisition integration costs
and fees, including cash severance payments made in connection with acquisitions, (xi) any costs or expenses incurred pursuant to
any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock
subscription or stockholders agreement to the extent that such costs or expenses are funded with cash proceeds contributed to the
capital of the Company or net cash proceeds of issuance of Equity Interests of the Company, and (xii) the fees and expenses paid to
third parties during such period that directly arise out of and are incurred in connection with any acquisition, investment, asset
disposition, issuance or repayment of debt, issuance of Equity Interests, refinancing transaction or amendment or other modification
of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction
undertaken but not completed, and including transaction expenses incurred in connection therewith) or early extinguishment of Debt
to the extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement
No. 141R, “Business Combinations,” but are required under such statement to be expensed currently, minus


 


(c)                
the following to the extent included in the determination of Consolidated Net Income for such period, without duplication: (i)
non-cash credits, income or gains, including non-cash gains from foreign exchange translation adjustments or Swap Contracts during such
period (but excluding any non-cash credits, income or gains that represent an accrual in the ordinary course), (ii) any extraordinary
or unusual income or gains (including amounts received on early terminations of Swap Contracts), (iii) any federal, state, local and foreign
income tax credits and (iv) income associated with discontinued operations (but only after such operations are no longer owned or operated
by the Company or a Subsidiary).


 






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“Consolidated Funded Debt” means, as
of any date of determination with respect to the Company and its Subsidiaries on a consolidated basis, without duplication, the sum of:
(a) the outstanding principal amount of all obligations for borrowed money, whether current or long-term, and all obligations evidenced
by bonds, debentures, notes, loan agreements or other similar instruments or upon which interest payments are customarily made; (b) all
obligations arising under letters of credit (including standby and commercial), but only to the extent consisting of unpaid reimbursement
obligations in respect of drawn amounts under letters of credit; (c) all Financing Lease Obligations; (d) all obligations issued or assumed
as the deferred purchase price of assets or services purchased (other than contingent earn-out payments and other contingent deferred
payments to the extent not fixed and payable, and trade debt Incurred in the ordinary course of business) which would appear as liabilities
on a balance sheet in accordance with GAAP; (e) all Disqualified Equity Interests of such Persons; (f) all guarantees by the Company or
a Subsidiary with respect to outstanding Debt of the type specified in clauses (a) through (e) above of another Person; and (g) all Debt
of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself
a corporation, limited liability company or similar limited liability entity organized under the laws of a jurisdiction other than the
United States or a state thereof) in which the Company or any of its Subsidiaries is a general partner or joint venturer, except to the
extent that Debt is expressly made non-recourse to such Person.


 


“Consolidated Interest Expense”
means, for any period, for the Company and its Subsidiaries on a consolidated basis without duplication, the following (in each case
as determined in accordance with GAAP): (a) all interest in respect of Consolidated Funded Debt (including the interest component of
synthetic leases, account receivables securitization programs, off balance sheet loans or similar off balance sheet financing
products) accrued during such period (whether or not actually paid during such period) determined after giving effect to any net
payments made or received under interest rate Swap Contracts minus (b) the sum of (i) all interest income during such period
and (ii) to the extent included in clause (a) above, the amount of write-offs or amortization of deferred financing fees,
commissions, fees and expenses (including write-offs or amortization of fees and expenses related to Permitted Receivables
Financings), and amounts paid (or plus any amounts received) on early terminations of Swap Contracts plus (c) the loss or
discount on the sale of Transferred Assets to any Receivables Financier in connection with a Permitted Receivables Financing.


 


“Consolidated Net Income” for any period
means the consolidated net income (or loss) attributable to the Company for such period determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:


 


(1)       the
net income (or loss) of any Person that is not a Subsidiary, except (i) to the extent such income has actually been distributed in cash
to the Company or any Subsidiary during such period and (ii) in the case of the Existing Joint Ventures, for other equity of the Company
and its Subsidiaries in the earnings of the Existing Joint Ventures in excess of the amount included pursuant to clause (1)(i) so long
as the amount included in this clause (1)(ii) for any period does not exceed 6.0% of Consolidated EBITDA for such period,


 


(2)       gains
and losses due solely to fluctuations in currency values and the related tax effects according to GAAP,


 


(3)       the
cumulative effect of any change in accounting principles, and


 


(4)       gains
and losses from dispositions of assets outside the ordinary course of business or upon early retirement of Debt.


 


“Consolidated Secured Net Leverage Ratio”
means, on any date, the ratio, determined on a Pro Forma Basis, of (a) Consolidated Funded Debt on such date that is secured by any Lien
on any assets of the Company or a Subsidiary, minus (i) unrestricted cash and Cash Equivalents of the Company and the Guarantors
(it being agreed that cash or Cash Equivalents (x) placed on deposit with a trustee to discharge or defease Debt or (y) to the extent
proceeds of Debt Incurred to finance an acquisition and held in escrow pending the consummation of such acquisition to consummate such
acquisition or prepay such Debt shall be considered unrestricted to the extent the related Debt is included in Consolidated Funded Debt)
and (ii) to the extent not prohibited from being distributed to the Company or any Guarantor pursuant to any applicable law, contractual
obligation or organizational document, 100% of the amount of unrestricted cash and Cash Equivalents of Subsidiaries that are not Guarantors
(it being agreed that cash or Cash Equivalents held in escrow to prepay Debt Incurred to consummate an acquisition shall be considered
unrestricted) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not
the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date for which internal
financial statements are available at such time).


 






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“Consolidated Total Assets” means,
as of any date of determination, the total assets of the Company and its Subsidiaries on a consolidated basis (measured as of the last
day of the fiscal quarter most recently ended prior to such date of determination for which internal financial statements are available).


 


“Control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.


 


“Custodian” means any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Debt” means, as of any date of
determination with respect to any Person, without duplication: (a) the outstanding principal amount of all obligations for borrowed
money, whether current or long-term and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments or upon which interest payments are customarily made; (b) the maximum amount available to be drawn under letters of
credit (including standby and commercial) and bankers’ acceptances, including unpaid reimbursement obligations in respect of
drawn amounts under letters of credit or bankers’ acceptance facilities; (c) all Attributable Debt and Financing Lease
Obligations and attributable indebtedness under synthetic leases, account receivables securitization programs, off-balance sheet
loans or similar off-balance sheet financing products; (d) all obligations of such Person under conditional sale or other title
retention agreements relating to assets purchased by such Person (other than customary reservations or retentions of title under
agreements with suppliers entered into in the ordinary course of business); (e) all obligations issued or assumed as the deferred
purchase price of assets or services purchased (other than contingent earn-out payments and other contingent deferred payments, and
trade debt Incurred in the ordinary course of business) which would appear as liabilities on a balance sheet; (f) all Disqualified
Equity Interests issued by such Person; (g) all net obligations of such Person under Swap Contracts; (h) all guarantees with respect
to outstanding Debt of the type specified in clauses (a) through (g) above of another person; (i) all Debt of the type specified in
clauses (a) through (h) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, assets owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed; provided that if such Person has not assumed such
obligations, then the amount of Debt of such Person for purposes of this clause (i) shall be equal to the lesser of the amount of
the obligations of the holder of such obligations and the Fair Market Value of the assets of such Person which secure such
obligations; and (j) all Debt of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other
than a joint venture that is itself a corporation, limited liability company or similar limited liability entity organized under the
laws of a jurisdiction other than the United States or a state thereof) in which such Person is a general partner or joint venturer,
except to the extent that Debt is expressly made non-recourse to such Person.


 


“Default” means any event which is,
or after notice or passage of time or both would be, an Event of Default; provided that any Default that results solely from the
taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous
Default is cured prior to becoming an Event of Default.


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.07(c) hereof, substantially in the form of Exhibit
A except that such Note shall not bear the Global Notes Legend and shall not have the “Schedule of Increases or Decreases in Global
Note” attached thereto.


 


“Depositary” means, with respect to
the Notes issuable or issued in whole or in part in global form, any Person specified in Section 2.04 hereof as the Depositary with respect
to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.


 


“Disqualified Equity Interests”
means any Equity Interest that, by its terms (or by the terms of any other Equity Interests into which it is convertible or for
which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than
solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of
control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior repayment in full of the Notes), (b) is redeemable at the option of the holder thereof (other than
solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of
the Notes), or (c) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute
Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Stated Maturity of the Notes
at the time of issuance of such Equity Interests, but only with respect to that portion of the Equity Interests that would satisfy
clauses (a) through (c) prior to the date that is ninety-one (91) days after the Stated Maturity of the Notes at the time of
issuance of such Equity Interests; provided that (x) if such Equity Interests are issued pursuant to a plan for the benefit
of employees of the Company or any of its Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests
solely because they may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations and (y) if such Equity Interests are held by any future, present or former employee, director, officer,
manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Company or any of
its Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests because such stock is redeemable or
subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other
stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from
time to time.


 






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“Dollar Equivalent” means, with respect
to any monetary amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained
by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with
the applicable foreign currency as published by the Federal Reserve Board on the date of such determination.


 


“Domestic Subsidiary” means any Subsidiary
of the Company that is incorporated or organized under the laws of the United States, any state thereof or the District of Columbia.


 


“DTC” means The Depository Trust Company.


 


“Equity Interests” means, with respect
to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options
or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests
in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests
in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests),
and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination,
in any case other than Debt securities convertible into or exchangeable for such capital stock or other ownership or profit interests
or warrants, options or other rights for the purchase or acquisition of such capital stock or other ownership or profit interests.


 


“Equity Offering” means any public
or private sale of common stock or Preferred Stock of the Company (excluding Disqualified Equity Interests), other than (1) public offerings
with respect to any of the Company’s common stock registered on Form S-4 or Form S-8 (or any successor form) and (2) issuances to
any Subsidiary of the Company.


 


“Euroclear” means Euroclear Bank S.A./N.V.,
as operator of the Euroclear system, or any successor securities clearing agency.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Existing Joint Ventures” means Lamb-Weston/Meijer
v.o.f., Lamb-Weston/RDO Frozen and Lamb Weston Alimentos Modernos SA.


 


“Fair Market Value” means with respect
to any Property or liability, the fair market value of such Property or liability as determined in good faith by the Company (including
as to the fair market value of all non-cash Properties and liabilities).


 


“Financing Lease Obligation” means
any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount
of Debt represented by that obligation shall be the capitalized amount of the obligations determined in accordance with GAAP; and the
Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under that lease prior to the first date
upon which that lease may be terminated by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether
entered into before or after the Issue Date) that would have been classified as an operating lease (including the amount of the liability
in respect of the operating lease that would at such time be required to be reflected as a liability on a balance sheet) pursuant to GAAP
as in effect on December 31, 2018 will be deemed not to represent a Financing Lease Obligation or Debt. For purposes of Section 4.06,
a Financing Lease Obligation shall be deemed secured by a Lien on the Property being leased.


 


“Foreign Subsidiary” means (a)
any Subsidiary that is organized and existing under the laws of a jurisdiction other than the United States, any State thereof or
the District of Columbia, (b) any direct or indirect Subsidiary of a Foreign Subsidiary described in clause (a), and (c) any
Subsidiary incorporated or otherwise organized under the laws of the United States or any State thereof or the District of Columbia
that has no material assets other than Equity Interests in one or more Foreign Subsidiaries described in clause (a).


 






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“GAAP” means United States generally
accepted accounting principles as in effect on the Issue Date, including those set forth in the Accounting Standards Codification of the
Financial Accounting Standards Board and in the rules and regulations of the SEC governing the inclusion of financial statements (including
pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act.


 


“Global Notes” means, individually
and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A, issued
in accordance with Section 2.01, 2.07(b) or 2.07(d) hereof.


 


“Global Notes Legend” means the legend
set forth in Section 2.07(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.


 


“Guarantee” means the guarantee by
any Guarantor of the Company’s obligations under this Indenture and the Notes.


 


“guarantee” means, with respect to
any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable
instruments for deposit or collection) guaranteeing or intended to guarantee any Debt of any other Person in any manner, whether direct
or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Debt or any property
constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Debt or to maintain
working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance
agreements or similar agreements or arrangements) for the benefit of any holder of Debt of such other Person, (c) to lease or purchase
assets, securities or services primarily for the purpose of assuring the holder of such Debt, or (d) to otherwise assure or hold harmless
the holder of such Debt against loss in respect thereof. The amount of any guarantee shall (subject to any limitations set forth therein)
be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Debt in respect of
which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. The term “guaranteed” has a meaning correlative thereto.


 


“Guarantor” means each Subsidiary of
the Company that executes this Indenture on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Notes
pursuant to the terms of this Indenture.


 


“Holder” means the Person in whose
name the Note is registered on the Note register described in Section 2.04.


 


“Incur” means, with respect to any
Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee
or become liable in respect of that Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any Debt
or obligation on the balance sheet of that Person (and “Incurrence” and “Incurred” shall have meanings correlative
to the foregoing); provided, however, that a change in GAAP that results in an obligation of that Person that exists at
such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of that Debt; provided, further,
however, that any Debt or other obligations of a Person existing at the time the Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by that Subsidiary at the time it becomes a Subsidiary; and provided,
further, however, that solely for purposes of determining compliance with Section 4.06, the accrual of interest, the accretion
of accreted value, the payment of interest in the form of additional Debt and increases in the amount of Debt outstanding solely as a
result of fluctuations in the applicable Dollar Equivalent amount of any Debt will not be deemed to be an Incurrence of Liens, provided
that in the case of Debt sold at a discount or at a premium, the amount of the Debt Incurred shall at all times be the aggregate principal
amount at Stated Maturity.


 






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“Indenture” means this Indenture as
amended or supplemented from time to time.


 


“Indirect Participant” means a Person
who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” has the meaning in
the second paragraph of the preamble.


 


“Investment” by any Person means any
direct or indirect loan (other than advances to customers and suppliers in the ordinary course of business), advance or other extension
of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for
the account or use of others, or otherwise) to, or Incurrence of a guarantee of any obligation of, or purchase or acquisition of Equity
Interests, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. In determining the amount of
any Investment made by transfer of any Property other than cash, the Property shall be valued at its Fair Market Value at the time of
the Investment.


 


“Issue Date” means November 8, 2021.


 


“Legal Holiday” means a Saturday, a
Sunday or a day on which banking institutions are not required to be open in the State of New York or at a place of payment.


 


“Lien” means, with respect to any asset,
(a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, financing lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities,
any purchase option, call or similar right of a third party with respect to such securities.


 


“Limited Condition Acquisition” means
any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Subsidiaries, the
consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which
any fee or expense would be payable by the Company or its Subsidiaries to the seller or target if financing to consummate the acquisition
is not obtained as contemplated by the definitive acquisition agreement in respect thereof.


 


“Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto.


 


“Non-U.S. Person” means a Person who
is not a U.S. Person.


 


“Notes” has the meaning in the second
paragraph of the preamble.


 


“Notes Custodian” means the Trustee,
as custodian with respect to the Global Notes, or any successor entity thereto.


 


“Notes Document” means any of the Notes
(including Additional Notes), the Guarantees and this Indenture.


 


“Obligations” means, with respect to
any Debt, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable
pursuant to the documentation governing such Debt.


 


“Offering Memorandum” means the offering
memorandum, dated October 19, 2021, relating to the offering of the Initial Notes.


 


“Officer” means the Chief Executive
Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer
or the Assistant Treasurer, the Secretary or the Assistant Secretary of the Company.


 






    -8-


     


    

 





“Officer’s Certificate” means
a certificate signed by an Officer of the Company and delivered to the Trustee.


 


“Opinion of Counsel” means a written
opinion from legal counsel which is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.


 


“Pari Passu Debt” means: (a) with respect
to the Company, the Notes and any Debt which ranks pari passu in right of payment to the Notes (including, without limitation, the 2028
Notes and 2030 Notes); and (b) with respect to any Guarantor, its Guarantee and any Debt which ranks pari passu in right of payment to
such Guarantor’s Guarantee (including, without limitation, its guarantee of the 2028 Notes and 2030 Notes).


 


“Participant” means, with respect to
the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Permitted Encumbrances” means:


 


(a)                
Liens imposed by law for taxes that are not yet delinquent or are being contested in good faith;


 


(b)               
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or
are being contested in good faith;


 


(c)                
pledges and deposits under workers’ compensation, unemployment insurance and other social security laws or regulations;


 


(d)               
deposits or pledges to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)                
judgment liens in respect of judgments (or appeal or surety bond relating to such judgments) that do not constitute an Event of
Default;


 


(f)                 
easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by
law or incurred or granted by the Company or any Subsidiary in the ordinary course of business that do not secure any material monetary
obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of
business of the Company or any Subsidiary; and


 


(g)               
minor imperfections in title that do not materially detract from the value of the affected property or materially interfere with
the ordinary conduct of business of the Company or any Subsidiary;


 


provided that the term “Permitted Encumbrances”
shall not include any Lien securing Debt for borrowed money.


 


“Permitted Liens” means:


 


(a)       
Liens to secure Debt in an aggregate principal amount not to exceed (i) the aggregate principal amount of Debt outstanding and, without
duplication, commitments under the Senior Secured Credit Facilities as of the Issue Date plus (ii) the greater of (A) $650,000,000
and (B) 100% of Consolidated EBITDA for the most recently completed four fiscal quarter period for which internal financial statements
of the Company are available (determined on a pro forma basis) plus (iii) $100,000,000;


 


(b)       Permitted
Encumbrances;


 


(c)       Liens
securing Swap Contracts not entered into for speculative purposes;


 






    -9-


     


    

 





(d)       Liens
on the Property of the Company or any Subsidiary Incurred in the ordinary course of business to secure performance of obligations with
respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature
and Incurred in a manner consistent with industry practice, including banker’s liens and rights of set-off, in each case which are
not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price
of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the
Company and the Subsidiaries taken as a whole;


 


(e)       Liens
on Property at the time the Company or any Subsidiary acquired the Property, including any acquisition by means of a merger or consolidation
with or into the Company or any Subsidiary; provided, however, that any Lien of this kind may not extend to any other Property
of the Company or any Subsidiary other than additions thereto and proceeds and products thereof; provided, further, however,
that the Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant
to which the Property was acquired by the Company or any Subsidiary;


 


(f)       Liens
on the Property of a Person at the time that Person becomes a Subsidiary; provided, however, that any Lien of this kind
may not extend to any other Property of the Company or any other Subsidiary other than additions thereto and proceeds and products thereof;
provided, further, however, that the Lien was not Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which the Person became a Subsidiary;


 


(g)       pledges
or deposits by the Company or any Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company
or any Subsidiary is party, or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits for the
payment of rent, in each case Incurred in the ordinary course of business;


 


(h)       Liens,
assignments and pledges of rights to receive premiums, interest or loss payments or otherwise arising in connection with workers’
compensation loss portfolio transfer insurance transactions or any insurance or reinsurance agreements pertaining to losses covered by
insurance, and Liens (including, without limitation and to the extent constituting Liens, negative pledges) in favor of insurers or reinsurers
on pledges or deposits by the Company or any Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar
legislation;


 


(i)       utility
easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with
respect to properties of a similar character;


 


(j)       Liens
to secure Purchase Money Debt and Financing Lease Obligations; provided that such Liens attach only to the assets acquired, constructed
or improved with the proceeds of the applicable Debt (or the Debt refinanced with Permitted Refinancing Debt) and additions thereto and
products and proceeds thereof;


 


(k)       Liens
in favor of surety bonds or letters of credit issued pursuant to the request of and for the account of the Company or a Subsidiary in
the ordinary course of its business; provided that these letters of credit do not constitute Debt;


 


(l)       leases
or subleases of real property granted by the Company or a Subsidiary to any other Person in the ordinary course of business and not materially
impairing the use of the real property in the operation of the business of the Company or the Subsidiary;


 


(m)       Liens
on intellectual property arising from intellectual property licenses entered into in the ordinary course of business;


 


(n)       Liens
attaching to or related to joint ventures, restricting Liens on interests in those joint ventures;


 


(o)       Liens
existing on the Issue Date not otherwise described in clause (a) above;


 






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(p)       [reserved];


 


(q)       Liens
on the Property of the Company or any Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred
to in clause (e), (f) or (o) above; provided, however, that any Lien of this kind shall be limited to all or part of the
same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal
amount of Debt that is secured by the Lien shall not be increased to an amount greater than the sum of:


 


(1)       the
outstanding principal amount of the Debt secured by Liens described under clause (e), (f) or (o) below, as the case may be, at the time
the original Lien became a Permitted Lien under this Indenture, and


 


(2)       an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or the Subsidiary in connection
with the Refinancing;


 


(r)       Liens
not otherwise permitted by clauses (a) through (q) above securing Debt, so long as on a Pro Forma Basis (but excluding the cash proceeds
of such Debt for purposes of calculating the Consolidated Secured Net Leverage Ratio), the Consolidated Secured Net Leverage Ratio does
not exceed 3.50 to 1.00;


 


(s)       Liens
on cash or Cash Equivalents deposited with the Trustee or similar agent for the holders of any Debt pending the payment, purchase, defeasance
or other retirement of such Debt in connection with a Refinancing;


 


(t)       Liens
not otherwise permitted by clauses (a) through (s) above securing Debt and other obligations in an aggregate principal amount not in excess
of the greater of (i) $525.0 million and (ii) 12.5% of Consolidated Total Assets (measured as of the last day of the fiscal quarter most
recently ended prior to the date of Incurrence thereof for which internal financial statements are available at such time);


 


(u)       leases,
licenses, subleases or sublicenses and Liens on the property covered thereby, in each case, granted to others in the ordinary course of
business which do not (i) interfere in any material respect with the business of the Company or any Subsidiary, taken as a whole, or (ii)
secure any Debt;


 


(v)       Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company
or any Subsidiary in the ordinary course of business permitted by this Indenture;


 


(w)       Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts Incurred in the ordinary course of business and not for speculative purposes;


 


(x)       Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other
deposit-taking financial institutions and not given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep
accounts of the Company or any of the Subsidiaries to permit satisfaction of overdraft or similar obligations Incurred in the ordinary
course of business of the Company or any of the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with
customers of any Subsidiary in the ordinary course of business;


 


(y)       Liens
on any cash earnest money deposits made by the Company or any of the Subsidiaries in connection with any letter of intent or purchase
agreement;


 


(z)       Liens
consisting of an agreement to dispose of any Property in a sale, transfer, lease, license or other disposition permitted under this Indenture,
to the extent that such sale, transfer, lease, license or other disposition would have been permitted on the date of the creation of such
Lien;


 






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(aa)      Liens on insurance policies and
the proceeds thereof securing the financing of the premiums with respect thereto;


 


(bb)      Liens on specific items of inventory
or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or bankers’
acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;


 


(cc)      Liens on Property subject to
any Sale and Leaseback Transaction permitted under this Indenture and general intangibles related thereto;


 


(dd)      Liens securing obligations under
Swap Contracts in a net amount not to exceed $50.0 million; and


 


(ee)      Liens on Transferred Assets (as
defined in the definition of “Permitted Receivables Financing”) securing Debt in respect of any Permitted Receivables Financing.


 


“Permitted Receivables Financing” means
any one or more receivables financings in which (a) the Company or any Subsidiary (i) conveys or sells any accounts (as defined in the
Uniform Commercial Code as in effect in the State of New York), payment intangibles (as defined in the Uniform Commercial Code as in effect
in the State of New York), notes receivable or residuals (collectively, together with certain property relating thereto and the right
to collections thereon and any proceeds thereof, being the “Transferred Assets”) to any Person that is not a Subsidiary or
Affiliate of the Company (with respect to any such transaction, the “Receivables Financier”), (ii) borrows from such Receivables
Financier and secures such borrowings by a pledge of such Transferred Assets and/or (iii) otherwise finances its acquisition of such Transferred
Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier or (b) the Company or
any Subsidiary sells, transfers, conveys or otherwise contributes any Transferred Assets to a Receivables Financing SPC, which Receivables
Financing SPC then (i) conveys or sells any such Transferred Assets (or an interest therein) to another Receivables Financier, (ii) borrows
from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets or (iii) otherwise finances its acquisition
of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to such Receivables Financier;
provided that, as to either clause (a) or (b), (A) the aggregate Attributed Principal Amount for all such financings shall not
at any one time exceed $335.0 million and (B) such financings shall not involve any recourse to the Company or any Subsidiary (other than
a Receivables Financing SPC) for any reason other than (v) repurchases of non-eligible assets, (w) indemnifications for losses or dilution
other than credit losses related to the Transferred Assets, (x) any obligations not constituting Debt under servicing arrangements for
the receivables, (y) any interest rate swaps or currency swaps permitted hereunder and entered into in connection with a Permitted Receivables
Financing on a “back-to-back” basis with swaps entered into by a Receivables Financing SPC or (z) representations, warranties,
covenants, indemnities and guarantees of performance entered into by the Company or any Subsidiary which the Company has determined in
good faith to be customary in a “non-recourse” receivables financing.


 


“Permitted Refinancing Debt” means
any Debt that Refinances any other Debt, including any successive Refinancings, so long as the new Debt is in an aggregate principal amount
(or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:


 


(1)       the
aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being
Refinanced, and


 


(2)       an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to the Refinancing.


 






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“Person” means any individual, corporation,
company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.


 


“Preferred Stock” means any Equity
Interests of a Person, however designated, which entitle the holder thereof to a preference with respect to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person, over shares of any other
class of Equity Interests issued by that Person.


 


“principal” of any Debt (including
the Notes) means the principal amount of such Debt plus the premium, if any, on such Debt.


 


“Pro Forma Basis” means, with respect
to compliance with any test or covenant hereunder, that all Specified Transactions occurring prior to the end of the applicable measurement
period (and following the last day of such measurement period and on or prior to the applicable date of determination) and the following
transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such
test or covenant and: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such
Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any Subsidiary of the Company
owned by the Company or any of its Subsidiaries or any division or line of business, shall be excluded, and (ii) in the case of an acquisition
or investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Debt and (c)
any Debt Incurred or assumed by the Company or any of the Subsidiaries in connection therewith and if such Debt has a floating or formula
rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate
which is or would be in effect with respect to such Debt as at the relevant date of determination; provided that (i) any cost savings
adjustments in connection therewith shall be subject to the limitations set forth in clause (b)(iv) of the definition of “Consolidated
EBITDA” and (ii) in connection with determining the permissibility of the Incurrence of any Debt secured by Liens pursuant
to clause (r) of the definition of “Permitted Liens” in a transaction that is substantially concurrent with the Incurrence
of any Debt secured by Liens pursuant to any other provision of the definition of “Permitted Liens,” the calculation of the
Consolidated Secured Net Leverage Ratio for purposes of such clause (r) shall not give effect to the substantially concurrent incurrence
of Liens pursuant to any other clause of the definition of “Permitted Liens.”


 


“Property” means, with respect to any
Person, any interest of that Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including
Equity Interests in, and other securities of, any other Person. For purposes of any calculation required pursuant to this Indenture, the
value of any Property shall be its Fair Market Value.


 


“Purchase Money Debt” means Debt:


 


(a)       consisting
of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase
money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of the Debt does not exceed
the anticipated useful life of the Property being financed, and


 


(b)       Incurred
to finance the acquisition, construction or lease by the Company or a Subsidiary of the Property, including additions and improvements
thereto;


 


provided, however, that the Debt is Incurred within 180
days after the acquisition, construction or lease of the Property by the Company or Subsidiary.


 


“QIB” means a “qualified institutional
buyer” as defined in Rule 144A.


 


“Qualified Equity Interests” means
any Equity Interests of the Company that are not Disqualified Equity Interests.


 


“Rating Agency” means each of Moody’s
and S&P; provided that if either such agency shall cease to provide ratings of the Notes for reasons beyond the Company’s
control, then such term shall also include any replacement credit ratings agency of nationally recognized standing that is selected by
the Company.


 


“Ratings Decline Period” means the
period that (i) begins on the earlier of (a) the date of the first public announcement of a transaction that, if consummated,
would constitute a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation
of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the
applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.


 


“Ratings Event” means a downgrade by
one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating
of the Notes within the Ratings Decline Period by one or more Rating Agencies following which (except in the case of a withdrawal of a
rating) the rating of the Notes by each Rating Agency is below such Rating Agency’s rating of the Notes on the Issue Date; provided
that a Ratings Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Ratings
Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does
not publicly announce or confirm or inform the Company in writing that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change
of Control has occurred at the time of the Ratings Event).


 






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“Receivables Financier” has the meaning
set forth in the definition of “Permitted Receivables Financing.”


 


“Receivables Financing SPC” means (1)
a wholly owned direct Subsidiary of the Company which engages in no activities other than in connection with the financing of Transferred
Assets pursuant to a Permitted Receivables Financing that meets the following criteria: (a) no portion of the Debt or any other obligations
(contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations
(other than the principal of, and interest on, Debt) pursuant to customary securitization undertakings), (ii) is recourse to or obligates
the Company or any other Subsidiary of the Company in any way (other than pursuant to customary securitization undertakings) or (iii)
subjects any property or asset (other than the Transferred Assets) of the Company or any other Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to customary securitization undertakings, (b)
with which neither the Company nor any of its other Subsidiaries has any contract, agreement, arrangement or understanding (other than
pursuant to the Permitted Receivables Financing documentation (including with respect to the servicing of the accounts receivable and
related assets and the administration of the Receivables Financing SPC)) on terms less favorable to the Company or such Subsidiary than
those that might be obtained at the time from persons that are not Affiliates of the Company (as determined by the Company in good faith),
and (c) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results and (2) each general partner of any such Subsidiary
described in clause (1) that meets all of the criteria set forth in clause (1).


 


“Refinance” means, in respect of any
Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or
replacement for, that Debt. “Refinanced” and “Refinancing” shall have correlative meanings.


 


“Regulation S” means Regulation S promulgated
under the Securities Act.


 


“Regulation S Global Note” means a
Global Note in the form of Exhibit A bearing the Global Notes Legend and the Restricted Note Legend and the Regulation S Global Notes
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal
to the outstanding principal amount of the Regulation S Global Notes.


 


“Regulation S Global Notes Legend”
means the legend set forth in Section 2.07(g)(iii) hereof.


 


“repay” means, in respect of any Debt,
to repay, prepay, repurchase, redeem, legally defease, satisfy and discharge or otherwise retire that Debt. “repayment” shall
have a correlative meaning.


 


“Restricted Definitive Note” means
a Definitive Note bearing, or that is required to bear, the Restricted Notes Legend.


 


“Restricted Global Note” means a Global
Note bearing, or that is required to bear, the Restricted Notes Legend.


 






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“Restricted Notes Legend” means the
legend set forth in Section 2.07(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted
by the provisions of this Indenture.


 


“Restricted Period” means, in respect
of any Note issued under Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable to such Note.


 


“Rule 144A” means Rule 144A promulgated
under the Securities Act.


 


“Rule 903” means Rule 903 promulgated
under the Securities Act.


 


“Rule 904” means Rule 904 promulgated
under the Securities Act.


 


“S&P” means Standard & Poor’s
Financial Services LLC, a division of S&P Global, Inc. and any successor thereto.


 


“Sale and Leaseback Transaction” means
any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Subsidiary transfers
that Property to another Person and the Company or a Subsidiary leases it from that other Person together with any Refinancings thereof.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Senior Secured Credit Facilities”
means the credit facilities provided pursuant to (i) that certain credit agreement, dated as of November 9, 2016 (as amended through the
Issue Date), by and among the Company, the Guarantors, Bank of America, N.A., as administrative agent, the lenders party thereto from
time to time, and the other parties thereto and (ii) that certain credit agreement, dated as of June 28, 2019 (as amended through the
Issue Date), by and among the Company, the Guarantors, Northwest Farm Credit Services, PCA, as administrative agent, and the lenders party
thereto from time to time, including any related letters of credit, notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced from time to
time by one or more credit facilities, in which case, the credit agreement(s) or similar agreement(s) together with all other documents
and instruments related thereto shall constitute the “Senior Secured Credit Facilities” hereunder, whether with the same or
different agents and lenders.


 


“Significant Subsidiary” means any
Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated
by the SEC.


 


“Specified Transaction” means any
of the following: (i) any Investment by the Company or any Subsidiary in any Person other than a Person that was a Wholly Owned
Subsidiary on the first day of such period involving (x) the acquisition of a new Subsidiary or interest in a joint venture, (y) an
increase in the Company’s and its Subsidiaries’ consolidated economic ownership of a Subsidiary or (z) the acquisition
of a product line or business unit, (ii) any asset sale involving (x) the disposition of Equity Interests of a Subsidiary or joint
venture (other than to the Company or a Subsidiary) or (y) the disposition of a product line or business unit, (iii) any Incurrence
or repayment of Debt (in each case, other than revolving indebtedness in the ordinary course of business under revolving credit
facilities), (iv) any dividend, repurchase or redemption in respect of the Company’s Equity Interests and (v) any other
transaction specifically required to be given effect to on a Pro Forma Basis.


 






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“Stated Maturity” means, with respect
to any security, the date specified in the security as the fixed date on which the payment of principal of the security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of the security at
the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless that contingency has occurred).


 


“Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at
the time beneficially owned, or the management of which is otherwise Controlled, directly or indirectly through one or more intermediaries,
or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Company.


 


“Swap Contract” means (a) any and all
rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such
master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities
under any Master Agreement.


 


“TIA” means the Trust Indenture Act
of 1939, as amended.


 


“Transferred Assets” has the meaning
set forth in the definition of “Permitted Receivables Financing.”


 


“Treasury Rate” means, as of any redemption
date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days
prior to the redemption date (or, if such Statistical Release is no longer published or the relevant information does not appear thereon,
any publicly available source of similar market data)) most nearly equal to the period from the redemption date to January 31, 2027; provided,
however, that if the period from the redemption date to January 31, 2027 is less than one year, the weekly average yield on actively
traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Company will (1) calculate the
Treasury Rate on the second Business Day preceding the applicable redemption date and (2) prior to such redemption date, file with the
Trustee an Officer’s Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each
in reasonable detail.


 


“Trust Officer” means, when used with
respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs such functions
similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter
is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.


 


“Trustee” means the party named as
such in this Indenture until a successor replaces it and, thereafter, means the successor.


 






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“Uniform Commercial Code” means the
New York Uniform Commercial Code as in effect from time to time.


 


“United States” means the United States
of America (including the states and the District of Columbia) and its territories, possessions and other areas subject to its jurisdiction.


 


“Unrestricted Definitive Note” means
a Definitive Note that does not bear and is not required to bear the Restricted Notes Legend.


 


“Unrestricted Global Note” means a
permanent Global Note, substantially in the form of Exhibit A that bears the Global Notes Legend and that has the “Schedule of Increases
or Decreases in Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary,
representing Notes that do not bear the Restricted Notes Legend.


 


“U.S. Government Obligations” means
direct non-callable obligations of, or guaranteed by, the United States of America for the payment of which guarantee or obligations the
full faith and credit of the United States is pledged.


 


“U.S. Person” means a U.S. person as
defined in Rule 902(k) under the Securities Act.


 


“Voting Stock” of any Person means
all classes of Equity Interests or other interests (including partnership interests) of that Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.


 


“Wholly Owned Subsidiary” of any Person
means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall
at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.


 


SECTION 1.02.              
Other Definitions.


 


	
    Term
	 	
    Defined in Section

	“Change of Control Offer”	 	4.12(a)
	“Change of Control Payment Date”	 	4.12(b)(B)
	“Change of Control Purchase Price”	 	4.12(a)
	“covenant defeasance option”	 	8.01(b)
	“Events of Default”	 	6.01
	“Guaranteed Obligations”	 	10.01(a)
	“LCA Election”	 	1.05
	“LCA Test Date”	 	1.05
	“legal defeasance option”	 	8.01(b)
	“Notes Register”	 	2.04
	“Paying Agent”	 	2.04
	“Registrar”	 	2.04
	“Successor Company”	 	5.01(a)
	“Successor Person”	 	5.01


 


SECTION 1.03.              
[Reserved].


 


SECTION 1.04.              
Rules of Construction. Unless the context otherwise requires:


 


(1)               
a term has the meaning assigned to it;


 


(2)               
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 






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(3)               
 “or” is not exclusive;


 


(4)               
“including” means including without limitation;


 


(5)               
words in the singular include the plural and words in the plural include the singular;


 


(6)               
unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;


 


(7)               
the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer thereof dated such date prepared in accordance with GAAP;


 


(8)               
the principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock and
(ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock; and


 


(9)               
unless otherwise provided herein or in any other Notes Document, the words “execute”, “execution”, “signed”,
and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,
any other Notes Document or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications)
shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable,
to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions
Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee.


 


SECTION 1.05.               Limited
Condition Acquisitions. Notwithstanding anything in this Indenture to the contrary, when calculating any applicable ratio or
determining other compliance with this Indenture (including the determination of compliance with any provision of this Indenture
which requires that no Default or Event of Default has occurred and is continuing or would result therefrom) in connection with a
transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such
ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, may, at
the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition
Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition
Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro
Forma Basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection
therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the four
consecutive fiscal quarter period for which internal financial statements are available at such time ending prior to the LCA Test
Date, the Company or the applicable Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such
ratios and provisions, such ratios and provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any
of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the
Company) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be
deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition
Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such
Limited Condition Acquisition or related Specified Transactions. If the Company has made an LCA Election for any Limited Condition
Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other
transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition
Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires
without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis
assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Debt and the
use of proceeds thereof) have been consummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition
Acquisition and other transactions in connection therewith (including any Incurrence of Debt and use of proceeds thereof).


 






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ARTICLE II



The Notes


 


SECTION 2.01.              
Amount of Notes. The aggregate principal amount of Notes (other than Notes issued pursuant to Section 2.07) which may be
authenticated and delivered under this Indenture on the Issue Date is $700,000,000.


 


The Company may from time to time after the Issue
Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as such Additional Notes are issued in compliance
with the applicable provisions of this Indenture.


 


With respect to any Additional Notes issued after
the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Section 2.07, 2.08, 2.14, 3.08, 4.06(c) or 9.04), there shall be (a) established in or pursuant to a resolution of the
Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in
one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:


 


(1)               
the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;


 


(2)               
the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall
accrue; and


 


(3)               
if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in
such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes
in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in
Section 2.07 in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such
Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a
nominee thereof.


 


If any of the terms of any Additional Notes are
established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes.


 


The Initial Notes and any Additional Notes shall
be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes,
the Additional Notes will have a separate CUSIP number, if applicable.


 


SECTION 2.02.              
Form and Dating. Provisions relating to the Initial Notes are set forth in Section 2.07. The (i) Initial Notes and the Trustee’s
certificate of authentication and (ii) any Additional Notes and the Trustee’s certificate of authentication shall each be substantially
in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to which the Company or any Guarantor is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date
of its authentication. The Notes shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000
and any integral multiples of $1,000 in excess thereof.


 






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SECTION 2.03.              
Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company
signed by one Officer of the Company (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $700,000,000
and (b) subject to the terms of this Indenture, Notes in an aggregate principal amount to be determined at the time of issuance and specified
therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes
to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered Holder of each of the Notes
and delivery instructions. For the avoidance of doubt, the Company will be required to deliver an Opinion of Counsel with respect to
the authentication of the Initial Notes. Notwithstanding anything to the contrary in this Indenture, any issuance of Additional Notes
shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof.


 


One Officer of the Company shall sign the Notes
for the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed,
imprinted or reproduced on the Notes and may be in facsimile form.


 


If an Officer whose signature is on a Note no longer
holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with
a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the
Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes.


 


A Note shall not be valid until an authorized signatory
of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note
has been authenticated under this Indenture.


 


The Trustee may appoint an Authentication Agent
reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an Authentication Agent
may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An Authentication Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.


 


SECTION 2.04.              
Registrar and Paying Agent. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The
Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register
(the “Notes Register”) of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and
one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.


 


The Company shall enter into an appropriate agency
agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar,
co-registrar or transfer agent.


 


The Company initially appoints the Trustee as Registrar,
Paying Agent and the Notes Custodian with respect to the Global Notes.


 


The Company may remove any Registrar or
Paying Agent upon five Business Days’ prior written notice to such Registrar or Paying Agent and to the Trustee; provided, however,
that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying
Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or
Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as
Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent
may resign at any time upon written notice to the Company and the Trustee; provided, however, that the Trustee may
resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.


 






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SECTION 2.05.              
Paying Agent To Hold Money in Trust. Prior to each due date of the principal and interest on any Note, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary thereof is acting as Paying Agent, segregate and hold in trust for the
benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holder or
the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in
writing of any default by the Company in making any such payment. If the Company or a Wholly Owned Subsidiary acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this
Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.


 


SECTION 2.06.              
Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holder. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing
at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.


 


SECTION 2.07.              
Transfer and Exchange.


 


(a)                
Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred,
in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto.
A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation
on issuance of Definitive Notes set forth in Section 2.07(c)(ii), (i) the Depositary (x) notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and,
in either case, a successor Depositary is not appointed by the Company within 120 days, (ii) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Global Notes may not be exchanged for
Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification
of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred
and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to
issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered
in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.08 and 2.14 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Sections 2.08 or 2.14 hereof, shall be authenticated and delivered
in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i),
(ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided
in Section 2.07(b), (c) or (f) hereof.


 






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(b)               
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in
the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein
to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(i)          Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Restricted Notes Legend; provided, that prior to the expiration of the Restricted Period, transfers of beneficial
interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than
pursuant to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered
to the Registrar to effect the transfers described in this Section 2.07(b)(i).


 


(ii)         All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.07(b)(i) hereof, the transferor of such beneficial interest must deliver to
the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an
amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be
issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect
the transfer or exchange referred to in (1) above; provided, that in no event shall Definitive Notes be issued upon the transfer
or exchange of beneficial interests in a Regulation S Global Note prior to (x) the expiration of the applicable Restricted Period therefor
and (y) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant
to Section 2.07(h) hereof.


 


(iii)        Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.07(b)(ii) hereof and the Registrar receives the following:


 


(A)        if
the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (1) thereof; or


 


(B)         if
the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(iv)       Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) hereof and the Registrar receives the following:


 


(1)                if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications
in item (1)(b) thereof; or


 






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(2)                if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder substantially
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this
Section 2.07(b)(iv), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act


 


If any such transfer is effected pursuant
to Section 2.07(b)(iv) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt
of an authentication order in accordance with Section 2.03 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph
(iv) above.


 


(v)        
Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global
Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof
in the form of, a beneficial interest in a Restricted Global Note.


 


(c)                
Transfer or Exchange of Beneficial Interests for Definitive Notes.


 


(i)         
Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events
described in clause (i), (ii) or (iii) of Section 2.07(a) hereof and receipt by the Registrar of the following documentation:


 


(A)       
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;


 


(B)        
if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)        
if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)        
if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a)
thereof;


 


(E)         
if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)          if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 


 






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the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(h) hereof, and
the Company shall execute and, upon receipt of an authentication order, the Trustee shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.07(c)(i) (except transfers pursuant to clause (F) above) shall bear the Restricted
Notes Legend and shall be subject to all restrictions on transfer contained therein


 


(ii)        
Beneficial Interests in Regulation S Global Note to Definitive Notes. Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof,
a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to (A) the expiration of the applicable Restricted Period therefor and (B) the
receipt by the Registrar of any certifications of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act,
except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903
or Rule 904.


 


(iii)       
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described
in clause (i), (ii) or (iii) of Section 2.06(a) hereof and if the Registrar receives the following:


 


(A)       
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b)
thereof, or


 


(B)        
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form
of Exhibit B hereto, including the certifications in item (4) thereof,


 


and, in each such case set forth in this
Section 2.07(c)(iii), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities
Act


 


(iv)        Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events described in
clause (i), (ii) or (iii) of Section 2.07(a) hereof and satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.07(h) hereof, and the Company shall execute and the Trustee, upon receipt of an authentication order, shall authenticate and mail
to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions
from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.07(c)(iv) shall not bear the Restricted Notes Legend.


 






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(d)               
Transfer and Exchange of Definitive Notes for Beneficial Interests.


 


(i)          
Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note
to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar
of the following documentation:


 


(A)       
if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)        
if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)        
if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)        
if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a)
thereof;


 


(E)         
if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)         
if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cancel the Restricted
Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable
Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable
Regulation S Global Note.


 


(ii)                   
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


(1)                if
the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or


 


(2)                if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


 


and, in each such case set forth in this
Section 2.07(d)(ii), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.


 






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Upon satisfaction of the applicable conditions
of this Section 2.07(d)(ii), the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.


 


(iii)                   
Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes:


 


If any such exchange or transfer from
a Definitive Note to a beneficial interest is effected pursuant to Section 2.07(d)(ii) or (iii) above at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.03 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred


 


(e)                
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior
to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly
endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder
or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section 2.07(e):


 


(i)         
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)   
     if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)        
if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; or;


 


(C)        
if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.


 


(ii)        
Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


(1)                 if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 






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(2)                if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications
in item (4) thereof,


 


and, in each such case set forth in this
subparagraph (D), if the Company so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iii)       
Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)                
[Intentionally Omitted].


 


(g)               
Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture:


 


(i)         
Restricted Notes Legend.


 


(A)       
Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following form:


 


“THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT
OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR ITS SUBSIDIARIES OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”


 






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(B)         Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii)
or (e)(iii) of this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Restricted Notes
Legend.


 


(ii)        
Global Notes Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes
in the last sentence if DTC is not the Depositary):


 


“UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”


 


(iii)       
Regulation S Global Notes Legend. Except as permitted by subparagraph (ii)(B) above, each Global Note and Definitive Note
issued in a transaction exempt from registration pursuant to Regulation S shall also bear the legend in substantially the following form:


 


“BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.”


 


(h)               
Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have
been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part,
each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.10 hereof. At any time
prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased
accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.


 


(i)                 
General Provisions Relating to Transfers and Exchanges.


 


(i)         
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an authentication order in accordance with Section 2.03 hereof or at the Registrar’s request.


 






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(ii)        
 No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for
any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange
or transfer pursuant to Sections 2.08, 2.14, 3.06 and 4.12 hereof).


 


(iii)       
Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during
a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed under Section
3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer
or exchange of a Note between a record date and the next succeeding interest payment date or (D) to register the transfer or exchange
of any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.


 


(iv)      
Neither the Registrar nor the Company shall be required to register the transfer or exchange of any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in part; provided, that new Notes will only be issued
in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.


 


(v)       
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes
shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(vi)      
Prior to due presentment for the registration of a transfer of any Note, the Trustee, the Registrar, the Notes Custodian, the Paying
Agent and the Company shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of
the Trustee, the Notes Custodian, the Paying Agent or the Company shall be affected by notice to the contrary.


 


(vii)      
Upon surrender for registration of transfer of any Note at the office or agency of the Company designated in this Indenture, the
Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more
replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.


 


(viii)     
At the option of the Holder, subject to Section 2.07(a) hereof, Notes may be exchanged for other Notes of any authorized denomination
or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any
Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail,
the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions
of Section 2.03 hereof.


 


(ix)        
All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.07 to effect a registration
of transfer or exchange may be submitted by facsimile.


 






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(x)         Neither
the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with
respect to the Company’s compliance with any federal or state securities laws in connection with registrations of transfers
and exchanges of the Notes. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any
Notes (including any transfers between or among the Depository’s participants or beneficial owners of interests in any Global
Note) other than to require delivery of such certificates and other documentation, as is expressly required by, and to do so if and
when expressly required by, the terms of this Indenture or the Notes and to examine the same to determine substantial compliance as
to form with the express requirements hereof. Each Holder agrees to provide reasonable indemnity to the Company and the Trustee
against any liability that may result from the transfer, exchange or assignment of such Holder’s Notes in violation of any
provision of this Indenture and/or applicable United States Federal or state securities law.


 


(xi)       
The Company, the Trustee, and the Registrar reserve the right to require the delivery by any Holder or purchaser of a Note of such
legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer of any
Restricted Global Note or Restricted Definitive Note is being made in compliance with the Securities Act or the Exchange Act, or rules
or regulations adopted by the Commission from time to time thereunder, and applicable state securities laws.


 


(xii)       
The transferor of any Notes shall provide or cause to be provided to the Trustee all information reasonably necessary to allow
the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations
under Section 6045 of the Code. In connection with any proposed exchange of a Definitive Note for a Global Note, the Company or the Depositary
shall be required to provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of
the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such
information.


 


SECTION 2.08.              
Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that such Note
has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee and/or
the Authentication Agent, as applicable. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Company and the Trustee (and the Paying Agent, Registrar and Authentication Agent, if not the Trustee) to protect
the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Note is
replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note.


 


Every replacement Note is an additional obligation
of the Company.


 


The provisions of this Section 2.08 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Notes.


 


SECTION 2.09.              
Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee, except for those canceled by
it, those delivered to it for cancellation and those described in this Section 2.09 as not outstanding. Subject to Section 11.04, a Note
does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced pursuant to Section 2.08
(other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.08.


 


If the Paying Agent segregates and holds in trust,
in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date
such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


SECTION 2.10.               Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel
and dispose of all Notes surrendered for registration of transfer, exchange, payment or cancellation in its customary manner. The
Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation, except pursuant
to the terms of this Indenture. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms
of this Indenture.


 






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SECTION 2.11.              
Defaulted Interest. If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest
then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the
defaulted interest to the persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any
such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver or cause to be delivered
to each affected Holder (with a copy to the Trustee) a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid. The Trustee shall have no duty whatsoever to determine whether any defaulted interest is payable or the
amount thereof.


 


SECTION 2.12.              
CUSIP, ISIN or Common Code Numbers. The Company in issuing the Notes may use “CUSIP,” “ISIN” or
 “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP,” “ISIN”
or “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that neither
the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP,” “ISIN” or “Common
Code” number that appears on any Note, check, advice of payment or redemption notice, and any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in such numbers.


 


SECTION 2.13.              
Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall
be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or
other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on
the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders
of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding,
in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 11.07 of this Indenture. Any calculation
of the Applicable Premium made pursuant to this Indenture or the Notes shall be made by the Company and delivered to the Trustee pursuant
to an Officer’s Certificate. The Trustee shall have no liability or responsibility for any calculation made hereunder or in connection
herewith or for any information used in any such calculation.


 


ARTICLE III



Redemption


 


SECTION 3.01.              
Notices to Trustee. If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee
in writing of the redemption date, the principal amount of Notes to be redeemed and that such redemption is being made pursuant to paragraph
5 of the Notes.


 


The Company shall give each notice to the Trustee
provided for in this Section 3.01 at least 5 Business Days before the date of giving the notice of redemption pursuant to Section 3.03,
unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate and an Opinion of
Counsel from the Company to the effect that such redemption will comply with the conditions herein.


 


SECTION 3.02.               Selection
of Notes To Be Redeemed. In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes
for redemption shall be made on a pro rata basis (subject to the rules of DTC) unless otherwise required by law or applicable stock
exchange requirements; provided, however, that such Notes shall only be redeemable in principal amounts of a minimum
of $2,000 or an integral multiple of $1,000 in excess thereof. The Trustee shall make the selection from outstanding Notes not
previously called for redemption. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.


 






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SECTION 3.03.              
Notice of Redemption. Notice of redemption shall be mailed by first-class mail (or electronic transmission in the case of
Notes held in book-entry form) to each Holder of Notes to be redeemed at its registered address, at least 10 but not more than 60 days
before the redemption date, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance or a satisfaction and discharge of the Notes.


 


Notices of redemption may be subject to the satisfaction
of one or more conditions precedent established by the Company in its sole discretion, including completion of an Equity Offering or other
corporate transaction.


 


The notice shall identify the Notes to be redeemed
(including any CUSIP, Common Code or ISIN numbers) and shall state:


 


(1)               
the redemption date;


 


(2)               
the redemption price or the information specified in clause (a) of paragraph 5 of the Notes;


 


(3)               
the name and address of the applicable Paying Agent;


 


(4)               
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(5)               
if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to
be redeemed;


 


(6)               
subject to clauses (8) and (9) below, that, unless the Company defaults in making such redemption payment, interest on Notes (or
portion thereof) called for redemption ceases to accrue on and after the redemption date;


 


(7)               
that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such
notice or printed on the Notes;


 


(8)               
whether such notice is conditional and the timeframe for satisfying such conditions; and


 


(9)               
if such redemption is subject to satisfaction of one or more conditions precedent, that, in the Company’s discretion, the
redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and
such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the
redemption date so delayed.


 


The Company shall provide written notice of the
delay of such redemption date or the rescission of such notice of redemption (and rescission and cancellation of the redemption of the
Notes) to the Trustee no later than 10:00 a.m. Eastern Time (subject to the Applicable Procedures) on the redemption date or the redemption
date as so delayed. Upon receipt of such notice of the delay of such redemption date or the rescission of such notice of redemption, such
redemption date shall be automatically delayed or such notice of redemption shall be automatically rescinded, as applicable, and the redemption
of the Notes shall be automatically delayed or rescinded and cancelled, as applicable, as provided in such notice.


 


At the Company’s written request, the Trustee
shall give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that
the Officer’s Certificate delivered to the Trustee pursuant to Section 3.01 hereof requests that the Trustee give such notice and
sets forth the information to be stated in such notice as required by this Section 3.03.


 






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If the Company elects to provide, in lieu of the
redemption price, the information specified in clause (a) of paragraph 5 of the Notes in the notice of redemption, at the Company’s
written request, the Trustee shall give the notice of the redemption price, in the Company’s name and the Company’s expense,
one Business Day prior to the redemption date; provided, however, that the Company delivers an Officer’s Certificate to the Trustee
requesting that the Trustee give such notice and setting forth the information required to be stated in such notice.


 


SECTION 3.04.              
Effect of Notice of Redemption. Except as contemplated by Section 3.03, once notice of redemption is mailed, Notes called
for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the applicable
Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to, but excluding, the redemption
date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date
that is on or prior to the date of redemption). Failure to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.


 


SECTION 3.05.              
Deposit of Redemption Price. On or prior to 10:00 a.m., New York City time, on the Business Day immediately preceding the
anticipated redemption date, the Company shall deposit with the applicable Paying Agent (or, if the Company or a Wholly Owned Subsidiary
is the Paying Agent, shall segregate and hold in trust) money in U.S. Dollars sufficient to pay the redemption price of and accrued interest
(subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date that
is on or prior to the date of redemption) on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption
that have been delivered by the Company to the Trustee for cancellation.


 


SECTION 3.06.              
Notes Redeemed in Part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon surrender for cancellation of the original Note. Notes called for redemption become
due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called
for redemption, unless the Company defaults in the payment of the redemption price.


 


ARTICLE IV



Covenants


 


SECTION 4.01.              
[Reserved].


 


SECTION 4.02.              
Payment of Notes. The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee
or the applicable Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due.


 


The Company shall pay interest on overdue principal
at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the rate borne by the Notes
to the extent lawful.


 


SECTION 4.03.               SEC
Reports. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC and provide the Trustee and Holders of Notes with annual reports and information,
documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to those Sections, and the information, documents and reports to be so filed and provided at the times specified for the
filing of the information, documents and reports under those Sections (provided that if the Company is not then subject to
the reporting requirements of the Exchange Act, then the time periods for filing applicable to the Company shall be that required of
a non-accelerated filer and in any case including any extension as would be permitted by Rule 12b-25 under the Exchange Act); provided, however,
that (x) (i) the Company shall not be so obligated to file the information, documents and reports with the SEC if the SEC does not
permit those filings and (ii) the electronic filing with the SEC through the SEC’s Electronic Data Gathering, Analysis, and
Retrieval System (or any successor system providing for free public access to such filings) shall satisfy the Company’s
obligation to provide such reports, information and documents to the Trustee and the Holders of Notes and (y) the Company shall not
be required to provide the type of information contemplated by Rule 3-10 of Regulation S-X with respect to separate financial
statements for Guarantors or any financial statements for unconsolidated subsidiaries or 50% or less-owned persons contemplated by
Rule 3-09 of Regulation S-X, or in each case any successor provisions.


 






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Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive
knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s
Certificate). The Trustee shall have no obligation or responsibility, on a continuing basis or otherwise, to determine whether the Company
is required to file any reports or other information with the SEC, whether the Company’s information is available on EDGAR (or any
successor system) or publicly available on the Company’s website or whether the Company has otherwise delivered any notice or report
in accordance with the requirements specified in this Section 4.03.


 


SECTION 4.04.              
[Reserved].


 


SECTION 4.05.              
[Reserved].


 


SECTION 4.06.              
Limitation on Liens. The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, Incur or suffer
to exist, any Lien (other than Permitted Liens) upon any of its Property (including Equity Interests of a Subsidiary), whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made or will make effective
provision whereby the Notes and the related Guarantees will be secured by that Lien equally and ratably with (or prior to) all other Debt
of the Company or any Subsidiary secured by that Lien for so long as such Lien is outstanding. Any Lien created for the benefit of the
Holders of the Notes pursuant to this Section 4.06 shall be automatically and unconditionally released and discharged upon the release
and discharge of such other Lien.


 


For purposes of determining compliance with this
Section 4.06, (A) a Lien securing an item of Debt need not be permitted solely by reference to one category of permitted Liens (or any
portion thereof) described in the definition of “Permitted Liens” or pursuant to the first paragraph of this Section 4.06
but may be permitted in part under any combination thereof and (B) if a Lien securing an item of Debt meets the criteria of one or more
of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant
to the first paragraph of this Section 4.06, the Company may, in its sole discretion, classify or reclassify, or later divide, classify
or reclassify (as if Incurred at such later time), such Lien securing such item of Debt (or any portion thereof) in any manner that complies
with this Section 4.06 and will be entitled to only include the amount and type of such Lien or such item of Debt secured by such Lien
(or any portion thereof) in one of the categories (or any portion thereof) described in the definition of “Permitted Liens”
or pursuant to the first paragraph of this Section 4.06.


 


With respect to any Lien securing Debt that was
permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount
of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any
accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form
of additional Debt with the same terms.


 


SECTION 4.07.              
[Reserved].


 


SECTION 4.08.              
[Reserved].


 


SECTION 4.09.              
[Reserved].


 


SECTION 4.10.              
[Reserved].


 


SECTION 4.11.              
[Reserved].


 






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SECTION 4.12.              
Repurchase of Notes at the Option of Holders upon Change of Control Triggering Event.


 


(a)                
Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes in
full, the Company shall be required to make an offer to repurchase all of the Notes pursuant to the offer described below (the “Change
of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101.0% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but excluding, the purchase date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date).


 


(b)               
Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to the consummation of
a Change of Control but after the applicable transaction that will constitute a Change of Control is publicly announced, the Company shall
send, by first-class mail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each
Holder of Notes, at such Holder’s address appearing in the Notes Register, a notice stating:


 


(A) that a Change of Control Triggering
Event has occurred or may occur and a Change of Control Offer is being made pursuant to this Section 4.12 and that all Notes timely tendered
will be accepted for repurchase;


 


(B) the Change of Control Purchase Price
and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days
nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);


 


(C) the circumstances and relevant facts
regarding the Change of Control Triggering Event; and


 


(D) the procedures that Holders of Notes
must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order
to withdraw an election to tender Notes (or portions thereof) for payment.


 


(c)                
Holders electing to have a Note purchased shall be required to surrender the Note (for Notes held in book-entry form, in accordance
with the Applicable Procedures), with an appropriate form duly completed, to the Company or its agent at the address specified in the
notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than two Business Days prior to the Change of Control Payment Date a facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement
that such Holder is withdrawing its election to have such Note purchased (for Notes held in book-entry form, in accordance with the Applicable
Procedures).


 


(d)               
Prior to the Change of Control Payment Date, the Company shall irrevocably deposit with either the Trustee or with the Paying Agent
(or, if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount
equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions
of this Section 4.12. On the Change of Control Payment Date, the Company shall deliver to the Trustee the Notes or portions thereof that
have been properly tendered to and are to be accepted by the Company for payment. The Trustee or the Paying Agent shall, on the Change
of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Purchase Price. In the event that the
aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee
or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date.


 


(e)                
The Company will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer.


 






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(f)                 
 The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Notes pursuant to this Section 4.12. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.12, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.12 by virtue thereof.


 


(g)               
If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw
such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as
described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party
will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 30 days following
such purchase pursuant to the Change of Control Offer described above, to redeem all the Notes that remain outstanding following such
purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the purchase
date in accordance with the provisions of Article III.


 


SECTION 4.13.              
[Reserved].


 


SECTION 4.14.              
Limitation on Guarantees of Debt by Subsidiaries. The Company shall not permit any Subsidiary that is a Wholly Owned Subsidiary
(or a Subsidiary that is a non-Wholly Owned Subsidiary if such Subsidiary guarantees other capital markets debt securities of the Company
or a Guarantor), other than a Guarantor, a Foreign Subsidiary or a Receivables Financing SPC, to guarantee the payment of any Debt of
the Company or any other Guarantor in excess of $200.0 million unless such Subsidiary within 30 days executes and delivers a supplemental
indenture to this Indenture substantially in the form of Exhibit D hereto providing for a Guarantee by such Subsidiary, except that
with respect to a guarantee of Debt of the Company or any Guarantor, if such Debt is by its express terms subordinated in right of payment
to the Notes or such Guarantor’s related Guarantee, any such guarantee by such Subsidiary with respect to such Debt shall be subordinated
in right of payment to such Guarantee substantially to the same extent as such Debt is subordinated to the Notes or such Guarantor’s
related Guarantee; provided that this Section 4.14 shall not be applicable to any guarantee of any Subsidiary that existed at the
time such Person became a Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary.


 


ARTICLE V



Successor Company


 


SECTION 5.01.              
When Company May Merge or Transfer Assets. The Company shall not merge, consolidate or amalgamate with or into (other than
a merger of a Wholly Owned Subsidiary into the Company), or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially
all its Property in any one transaction or series of transactions to, any Person unless:


 


(a)       the
Company shall be the surviving Person or the Person formed by that merger, consolidation or amalgamation or to which that sale, transfer,
assignment, lease, conveyance or disposition is made shall be a corporation, partnership or limited liability company organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia (such Person, as the case may be, being
herein called the “Successor Company”);


 


(b)       the
Successor Company (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed
and delivered to the Trustee by that Successor Company, the due and punctual payment of the principal of, and premium, if any, and interest
on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of
this Indenture to be performed by the Company;


 


(c)       immediately
after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred
and be continuing; and


 






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(d)       the
Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s
Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply
with this Section and that all conditions precedent herein provided for relating to the transaction and the execution and delivery of
a supplemental indenture, as applicable, have been satisfied.


 


The Successor Company shall succeed to, and be
substituted for, and may exercise every right and power of the Company under this Indenture, but the predecessor Company in the case of:


 


(a)       a
sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition is
of all or substantially all the assets of the Company as an entirety or virtually as an entirety), or


 


(b)       a
lease,


 


in each case, shall not be released from any obligation to pay the
principal of, premium, if any, and interest on, the Notes.


 


Subject to Section 10.02(b) governing release of
a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor shall, and the Company shall not permit any such Guarantor
to, consolidate or merge with or into or wind up into (whether or not the Company or such Guarantor is the surviving Person), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions,
to any Person unless:


 


(1)          
(a)       such Guarantor is the surviving Person or the Person formed by that merger, consolidation or amalgamation or to which that
sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, partnership or limited liability company
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (such Guarantor or
such Person, as the case may be, being herein called the “Successor Person”);


 


(b)       the
Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such
Guarantor’s related Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory
to the Trustee;


 


(c)       immediately
after giving effect to such transaction or series of transactions on a Pro Forma Basis, no Default or Event of Default shall have occurred
and be continuing; and


 


(d)       the
Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s
Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply
with this Section 5.01 and that all conditions precedent herein provided for relating to the transaction have been satisfied; or


 


(2)       such
Guarantor shall cease to be a Subsidiary as a result of such transaction.


 


In the case of clause (1) above, the Successor
Person will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee and, except in
the case of (x) a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other
disposition is of all the assets of such Guarantor as an entirety or virtually as an entirety) or (y) a lease, such Guarantor shall automatically
be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing,
any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.


 






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Any reference herein to a merger, consolidation,
amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability
company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust
(or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition
or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership
or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust
that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


ARTICLE VI



Defaults and Remedies


 


SECTION 6.01.              
Events of Default. The following events shall be “Events of Default”:


 


(1)               
the Company defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for
a period of 30 days;


 


(2)               
the Company defaults in the payment of the principal of, or premium, if any, on any Note when the same becomes due and payable
at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;


 


(3)               
the Company fails to comply with Article V;


 


(4)               
the Company fails to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is
the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 60 days (other than with respect to Section 4.03,
which failure continues for 120 days) after written notice is given to the Company as specified below;


 


(5)               
a default under any Debt by the Company or any Subsidiary that results in acceleration of the maturity of that Debt, or failure
to pay any Debt at maturity, in either case giving effect to any applicable grace period, in an aggregate amount greater than $200.0 million
or its foreign currency equivalent at the time;


 


(6)               
the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(A)      commences a voluntary case;


 


(B)       consents to the entry of an order
for relief against it in an involuntary case;


 


(C)       consents to the appointment of
a Custodian of it or for any substantial part of its property; or


 


(D)       makes a general assignment for
the benefit of its creditors;


 


or takes any comparable action under any
foreign laws relating to insolvency;


 


(7)               
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)      is for relief against the Company
or any Significant Subsidiary in an involuntary case;


 






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(B)       appoints a Custodian of the Company
or any Significant Subsidiary or for any substantial part of its property;


 


(C)       orders the winding up or liquidation
of the Company or any Significant Subsidiary; or


 


(D)      grants any similar relief under
any foreign laws; and in each such case the order or decree remains unstayed and in effect for 30 days;


 


(8)               
any judgment or judgments for the payment of money in an aggregate amount in excess of $200.0 million (or its foreign currency
equivalent at the time), net of any amounts covered by insurance, that shall be rendered against the Company or any Subsidiary and that
shall not be waived, satisfied or discharged for any period of 60 consecutive days after such judgment or judgments have become final;
or


 


(9)               
the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void
or any responsible Officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability
under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such
Guarantee in accordance with this Indenture.


 


The foregoing will constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.


 


A Default under clause (4) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding notify the Company (and in
the case of such notice by Holders, the Trustee) of the Default (with a copy to the Trustee) and the Company does not cure that Default
within the time specified after receipt of such notice. The notice must specify the Default, demand that it be remedied and state that
such notice is a “Notice of Default”.


 


The Company shall deliver to the Trustee, within
30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Default or Event of Default,
its status and what action the Company is taking or proposes to take with respect thereto.


 


SECTION 6.02.              
Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 6.01(6)
or (7) with respect to the Company) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25%
in aggregate principal amount of Notes then outstanding may, by notice to the Company and the Trustee, declare to be immediately due and
payable the principal amount of all the applicable Notes then outstanding, plus accrued but unpaid interest to, but excluding, the date
of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified
in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Notes shall
be due and payable immediately without any declaration or other act by the Trustee or the Holder of the Notes. After any such acceleration
but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Notes by notice to the Trustee and the Company may rescind any declaration of acceleration if the rescission would
not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal,
premium, or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.


 


SECTION 6.03.              
Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal of, or premium, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes
or this Indenture.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are
cumulative.


 






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SECTION 6.04.              
Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal of or interest
on a Note or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent
right.


 


SECTION 6.05.              
Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred
on the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
or that the Trustee determines is unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not any such direction unduly prejudices the rights of such Holders) or would involve the
Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers hereunder at the request or direction of any of the Holders,
unless the Holders shall have offered to the Trustee indemnity satisfactory to it against loss, liability or expense.


 


SECTION 6.06.              
Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)               
such Holder shall have previously given to the Trustee written notice of a continuing Event of Default;


 


(2)               
the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request, and
such Holder or Holders shall have offered security or indemnity, to the Trustee satisfactory to it against loss, liability or expense
to pursue such proceeding as trustee; and


 


(3)               
the Trustee has failed to institute such proceeding and has not received from the Holders of at least a majority in aggregate principal
amount of the Notes outstanding a direction inconsistent with such request, within 60 days after such notice, request and offer.


 


The foregoing limitations on the pursuit of remedies
by a Holder shall not apply to a suit instituted by a Holder of Notes for the enforcement of payment of the principal of, premium, if
any, or interest on such Note on or after the applicable due date specified in such Note. A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).


 


SECTION 6.07.              
Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the contractual right of any
Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes expressly set forth in this
Indenture or the Notes shall not be waived without the consent of such Holder.


 


SECTION 6.08.              
Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together
with interest on any unpaid interest to the extent lawful) and the amounts provided for in this Indenture.


 






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SECTION 6.09.               Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company,
its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any
election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for such compensation as agreed upon in writing by
the parties hereto, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the
Trustee under this Indenture, or in connection with the transactions contemplated hereunder. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under this Indenture out of the estate, in any such proceeding, shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that
the holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise.


 


SECTION 6.10.              
Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property
in the following order:


 


FIRST: to the Trustee, including its
agents and counsel, for amounts due under this Indenture;


 


SECOND: to Holders for amounts due and
unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal and interest, respectively; and


 


THIRD: to the Company or, to the extent
the Trustee collects any amount for any Guarantor, to such Guarantor.


 


The Trustee may fix a record date and payment date
for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Company shall mail to each Holders
and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


SECTION 6.11.              
Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in
the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims
or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Notes then outstanding.


 


SECTION 6.12.              
Waiver of Stay or Extension Laws. Neither the Company nor any Guarantor (to the extent it may lawfully do so) shall not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and
the Guarantors (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall
not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every
such power as though no such law had been enacted.


 


ARTICLE VII



Trustee


 


SECTION 7.01.              
Duties of Trustee.


 


(a)             
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct
of such Person’s own affairs.


 






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(b)            
 Except during the continuance of an Event of Default:


 


(1)               
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
duties, covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)               
in the absence of willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein.


 


(c)            
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(1)               
this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)               
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and


 


(3)               
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to the terms of this Indenture.


 


(d)           
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section
7.01.


 


(e)           
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.


 


(f)      
        Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law.


 


(g)             No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of
any of its rights or powers.


 


(h)            
Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section 7.01, and the provisions of this Article VII shall apply to the Trustee in its role
as Registrar, Paying Agent and Notes Custodian.


 


SECTION 7.02.              
Rights of Trustee.


 


(a)              
The Trustee may conclusively rely on any document (whether in its original or facsimile form) believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The
Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.


 


(b)             
Before the Trustee acts or refrains from acting, it shall be entitled to receive an Officer’s Certificate and an Opinion
of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel.


 






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(c)              
 The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care.


 


(d)              
Subject to Section 7.01(c), the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes
to be authorized or within its rights or powers.


 


(e)               
The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)                
The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified
herein.


 


(g)               
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such
request or direction.


 


(h)               
The Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose
of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the part of any of them.


 


(i)                 
In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(j)                 
The Trustee shall not be deemed to have notice of any Default or Event of Default unless (i) a Trust Officer has actual knowledge
thereof or (ii) written notice of any event which is in fact such a Default is received by the Trustee from the Company, any Guarantor
or any Holder of at least 25% in aggregate principal amount of the Notes then outstanding (in accordance with the notice provisions of
this Indenture) and such notice references the Notes and this Indenture.


 


(k)               
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder.


 


(l)                 
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(m)              
The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture.


 


(n)               
Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


The provisions of this Section 7.02 shall survive
satisfaction and discharge or the termination, for any reason, of this Indenture and the resignation and/or removal of the Trustee.


 


SECTION 7.03.              
Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.


 






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SECTION 7.04.              
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, priority
or adequacy of this Indenture, the Notes or the Guarantees, it shall not be accountable for the Company’s use of the proceeds from
the Notes, and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture or in any other document
issued in connection with the sale of the Notes or in the Notes other than the certificate of authentication executed by the Trustee.


 


SECTION 7.05.              
Notice of Defaults. If a Default or Event of Default occurs and is continuing and if the Trustee has notice of such (as
set forth in Section 7.02(j)), the Trustee shall mail (or with respect to Notes held in book-entry form, to the extent permitted or required
by Applicable Procedures and regulations of the Depositary, send electronically) to each Holder notice of the Default or Event of Default
within 90 days after the Trustee has notice of such (as set forth in Section 7.02(j)). Except in the case of a Default or Event of Default
in payment of principal of or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines
that withholding the notice is in the interests of Holders.


 


SECTION 7.06.              
[Reserved].


 


SECTION 7.07.              
Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as
agreed upon in writing by the parties hereto. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation
and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors,
jointly and severally, shall indemnify, defend, protect and hold harmless the Trustee (in its individual capacity and Trustee capacities)
and its agents, employees, officers and directors from and against any and all loss, liability, damages, cost, claim or expense (including
reasonable attorneys’ fees and taxes, other than taxes based upon, measured by or determined by the income of the Trustee) incurred
by it in connection with the acceptance or performance of its duties hereunder and/or the transactions contemplated under this Indenture
and the Trustee shall have no liability or responsibility for any action or inaction on the part of any Paying Agent, Registrar, Authentication
Agent or any successor trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company or any Guarantor of its obligations hereunder. The Company shall defend
the claim and the Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such
counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee’s own willful misconduct or gross negligence as finally adjudicated by a court of competent jurisdiction. The Company
need not pay for any settlement made by the Trustee without the Company’s consent, such consent not to be unreasonably withheld.
All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees,
agents, successors and assigns.


 


To secure the Company’s and the Guarantors’
payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected
by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive
the satisfaction and discharge of this Indenture.


 


The Company’s and the Guarantors’ payment
obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the discharge of this Indenture.
When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Company, the
expenses are intended to constitute expenses of administration under the Bankruptcy Law.


  






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SECTION 7.08.              
Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing at least 30 days in advance
of such resignation and be discharged upon such resignation from the trust created hereby by so notifying the Company. The Holders of
a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee upon 30 days’ prior notice by so notifying
the Trustee in writing and may appoint a successor Trustee. No resignation or removal shall be effective until a successor Trustee has
been appointed and has accepted its appointment. The Company may, upon five Business Days’ notice, remove the Trustee if:


 


(1)               
 the Trustee fails to comply with Section 7.10;


 


(2)               
the Trustee is adjudged bankrupt or insolvent;


 


(3)               
a receiver or other public officer takes charge of the Trustee or its property; or


 


(4)               
the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns, is removed by the Company
or by the Holders of a majority in aggregate principal amount of the Notes then outstanding and such Holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee
shall mail, or otherwise deliver in accordance with the procedures of the Depositary in the case of Notes held in book-entry form, a notice
of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.


 


If a successor Trustee does not take office within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Company, or the Holders of 10% in
aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor
Trustee.


 


If the Trustee fails to comply with Section 7.10,
any Holder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement or resignation
of the Trustee pursuant to this Section 7.08, the Company’s and the Guarantors’ obligations under Section 7.07 shall continue
for the benefit of the Trustee and survive the termination of this Indenture.


 


SECTION 7.09.              
Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
or banking association without any further act shall be the successor Trustee.


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any such
successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to
the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Trustee shall have.


 


SECTION 7.10.              
Eligibility; Disqualification. The Trustee shall have (or, in the case of a corporation included in a bank holding company
system, the related bank holding company shall have) a combined capital and surplus of at least $50,000,000 as set forth in its (or its
related bank holding company’s) most recent published annual report of condition. The Trustee shall comply with Section 310(b) of
the TIA, as amended, subject to the penultimate paragraph thereof.


 


SECTION 7.11.              
Preferential Collection of Claims Against Company. The Trustee shall comply with Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a)
of the TIA to the extent indicated.


 






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ARTICLE VIII


 





Discharge of Indenture; Defeasance


 


SECTION 8.01.              
Discharge of Liability on Notes; Defeasance.


 


(a)                
This Indenture shall be discharged and shall cease to be of further effect as to all Notes and the related Guarantees, when either:


 


(1)             all Notes issued hereunder theretofore authenticated and delivered, except mutilated, lost or destroyed Notes which have been replaced
or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation;
or


 


(2)            (A) all Notes issued hereunder not theretofore delivered to the Trustee for cancellation have become due and payable by reason
of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and
redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust solely for the benefit of the Holders cash in U.S. dollars, U.S. Government Securities, or a combination thereof,
in such amounts as will be sufficient, in the opinion of a nationally recognized accounting firm (in the case of U.S. Government Securities),
without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not theretofore delivered to
the Trustee for cancellation for principal, premium, if any, and accrued interest to, but excluding, the date of maturity or redemption;


 


(B)       the
Company has paid or caused to be paid all sums payable by it under this Indenture; and


 


(C)       the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity
or the redemption date, as the case may be.


 


In addition, the Company shall deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.


 


(b)               
Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its and the Guarantors’ obligations
under the Notes, the related Guarantees and this Indenture (“legal defeasance option”) or (ii) its obligations and those of
the Guarantors under Sections 4.06, 4.12 and 4.14 and the operation of Sections 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (but, in the case
of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) (“covenant defeasance option”). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.


 


If the Company exercises its legal defeasance option,
payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment
of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article
IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) or 6.01(8) (with respect only to Significant Subsidiaries
in the case of Sections 6.01(6) and 6.01(7)). If the Company exercises its legal defeasance option or its covenant defeasance option,
each Guarantor shall be released from all of its obligations with respect to its Guarantee.


 


Upon satisfaction of the conditions set forth herein
and upon request of the Company, accompanied by an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.


 






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(c)                
 Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05
and 8.06 and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter,
the Company’s obligations in Sections 7.07, 7.08, 8.05 and 8.06 and the rights and immunities of the Trustee under this Indenture
shall survive such satisfaction or discharge.


 


SECTION 8.02.              
Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if:


 


(1)               
the Company irrevocably deposits in trust with the Trustee money in U.S. Dollars or U.S. Government Obligations for the payment
of principal of and interest (including premium, if any) on the Notes to maturity or redemption;


 


(2)               
the Company delivers to the Trustee a certificate from a nationally recognized accounting firm expressing their opinion that the
payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money
without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest (including
premium, if any) when due on all the Notes to maturity or redemption, as the case may be;


 


(3)               
[reserved];


 


(4)               
no Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto;


 


(5)               
the deposit does not constitute a default under any other material agreement or instrument binding on the Company or any Guarantor;


 


(6)               
in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as
a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred;


 


(7)               
in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred; and


 


(8)               
the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance of the Notes as contemplated by this Article VIII have been complied with.


 


Before or after a deposit, the Company may make
arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.


 


SECTION 8.03.              
Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant
to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Notes.


 






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SECTION 8.04.              
Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon written request any
excess money or U.S. Government Obligations held by them upon satisfaction of the conditions and occurrence of the events set forth in
this Article VIII.


 


Subject to any applicable abandoned property law,
the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors.


 


SECTION 8.05.              
Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S.
Government Obligations.


 


SECTION 8.06.              
Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance
with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent
is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however,
that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.


 


ARTICLE IX



Amendments


 


SECTION 9.01.              
Without Consent of Holders. The Company, the Guarantors (except that no existing Guarantor will be required to execute any
amendment that solely relates to changes described in clause (5) below)) and the Trustee may amend this Indenture, the Notes and/or the
related Guarantees without notice to or consent of any Holder to:


 


(1)               
cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officer’s Certificate;


 


(2)               
provide for the assumption by a successor entity of the obligations of the Company or any Guarantor under this Indenture;


 


(3)               
provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described
in Section 163(f)(2)(B) of the Code;


 


(4)               
comply with the rules of any applicable depositary;


 


(5)               
add a Guarantor with respect to the Notes;


 


(6)               
secure the Notes, to add to the covenants of the Company and the Guarantors for the benefit of the Holders or to surrender any
right or power herein conferred upon the Company or any Guarantor;


 


(7)               
make any change that does not adversely affect the rights of any Holder of the Notes in any material respect;


 


(8)               
comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under
the TIA;


 






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(9)               
 provide for the issuance of Additional Notes in accordance with this Indenture


 


(10)            
evidence and provide for the acceptance of an appointment under this Indenture of a successor trustee; or


 


(11)            
conform the text of this Indenture, the Notes or the related Guarantees to any provision of the “Description of Notes”
section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering
Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the related Guarantees as set forth
in an Officer’s Certificate.


 


After an amendment under this Section becomes effective,
the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this Section.


 


SECTION 9.02.              
With Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture, the Notes or the related
Guarantees without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the
Notes). However, without the consent of each Holder affected thereby, an amendment may not:


 


(1)               
reduce the amount of Notes whose Holders must consent to an amendment or waiver;


 


(2)               
reduce the rate of or extend the time for payment of interest on any Note;


 


(3)               
reduce the principal of or extend the Stated Maturity of any Note;


 


(4)               
make any Note payable in money other than U.S. dollars;


 


(5)               
amend the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement
of any payment on or with respect to that Holder’s Notes;


 


(6)               
subordinate the Notes to any other obligation of the Company


 


(7)               
except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse
to the Holders;


 


(8)               
reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed in accordance with
Article III;


 


(9)               
reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event
has occurred, change the time by which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased
pursuant to that Change of Control Offer; or


 


(10)            
make any change in the amendment provisions hereof that require each Holder’s consent or in the waiver provisions hereof.


 


After an amendment under this Section 9.02 becomes
effective, the Company shall promptly mail (or send by electronic transmission in the case of Notes held in book-entry form) to Holders
(with a copy to the Trustee) a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this Section 9.02.


 


It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.


 






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SECTION 9.03.              
[Reserved].


 


SECTION 9.04.              
Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the
Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent
or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the (i) receipt by the Company or the Trustee of consents by the Holders of the requisite principal amount of Notes, (ii)
satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment
or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Company, the Guarantors (as applicable) and
the Trustee.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled
to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.


 


SECTION 9.05.              
Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver such Note to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return
such Note to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue
and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a
new Note shall not affect the validity of such amendment.


 


SECTION 9.06.              
Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign
it. In signing such amendment, the Trustee shall receive indemnity satisfactory to it and shall receive, and (subject to Section 7.01)
shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment
is authorized or permitted by this Indenture and is the legal, valid and binding obligation of the Company and the Guarantors, as applicable,
enforceable in accordance with its terms.


 


SECTION 9.07.              
Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together
on all matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate
class on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction,
waiver or consent shall be made in accordance with this Article IX and Section 2.13.


 


ARTICLE X



Guarantee


 


SECTION 10.01.          
Guarantee of Notes.


 


(a)                 Each
Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary obligor and not
merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the performance and punctual payment
when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Company under this Indenture and the
Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the
Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all
other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all
the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guaranteed Obligations of all
Guarantors shall be unsecured. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article X
notwithstanding any extension or renewal of any Guaranteed Obligation.


 






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(b)               
Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.
The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim
or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement
or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver,
amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release
of any security held by any Holder or the Trustee for the Guaranteed Obligations or each Guarantor; (v) the failure of any Holder
or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the
ownership of each Guarantor, except as provided in Section 10.02(b). Each Guarantor hereby waives any right to which it may be entitled
to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full
amount claimed.


 


(c)                
Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted
as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such
Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an
action being initiated against such Guarantor.


 


(d)               
Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security
held for payment of the Guaranteed Obligations.


 


(e)                
The Guarantee of each Guarantor is, to the extent and in the manner set forth in this Article X, equal in right of payment to all
existing and future Pari Passu Debt and senior in right of payment to all existing and future subordinated Debt of such Guarantor.


 


(f)                 
Except as expressly set forth in Sections 8.01(b), 10.02 and 10.05, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing,
the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any
other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of
any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.


 


(g)               
Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations.
Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored
by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.


 


(h)                In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the
unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but
only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to the Holders and
the Trustee.


 






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(i)                 
Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it,
on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby
may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration
of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purposes of this Section 10.01.


 


(j)                 
Each Guarantor also agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys’ fees and
expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.


 


(k)               
Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may
be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


SECTION 10.02.          
Limitation on Liability.


 


(a)                
Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without
rendering the Guarantee or this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable
to guarantees for obligations of affiliates.


 


(b)               
A Guarantee as to any Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental indenture
in accordance with Section 4.14 and provides a guarantee of the Notes shall terminate and be of no further force or effect and such Guarantee
shall be deemed to be automatically released from all obligations under this Article X upon any of the following:


 


(1)               
any sale, exchange or transfer (by merger, consolidation or otherwise) of the Equity Interests of such Guarantor (including any
sale, exchange or transfer), after which the applicable Guarantor is no longer a Subsidiary;


 


(2)               
the release or discharge of the guarantee by such Guarantor of the Senior Secured Credit Facilities or the guarantee of any other
Debt that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;


 


(3)               
if the Company exercises its legal defeasance option or its covenant defeasance option under Article VIII or if the Company’s
obligations under this Indenture are satisfied discharged in accordance with Article VIII; or


 


(4)               
with the consent of the Holders in accordance with Section 9.02.


 


The Company shall notify the Trustee of any Guarantor
that is released from its Guarantee. Upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect
that all conditions precedent to release set forth in this Indenture have been satisfied, the Trustee shall execute and deliver an appropriate
instrument confirming the release of any such Guarantor upon the Company’s request.


 






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Each Guarantor that makes a payment under its Guarantee
shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor
in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors
at the time of such payment determined in accordance with GAAP.


 


SECTION 10.03.          
Successors and Assigns. This Article X shall be binding upon each Guarantor and its successors
and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the
Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.


 


SECTION 10.04.          
No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders
in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have
under this Article X at law, in equity, by statute or otherwise.


 


SECTION 10.05.          
Modification. No modification, amendment or waiver of any provision of this Article X, nor
the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed
by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
No notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same,
similar or other circumstances.


 


SECTION 10.06.          
Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary of the Company
which is required to become a Guarantor of the Notes pursuant to Section 4.14 shall promptly execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit D hereto pursuant to which such Subsidiary shall become a Guarantor under this Article X and shall
guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee
an Opinion of Counsel and an Officer’s Certificate stating that such supplemental indenture is authorized or permitted by this Indenture.


 


SECTION 10.07.          
Non-Impairment. The failure to endorse a Guarantee on any Note shall not affect or impair
the validity thereof.


 


ARTICLE XI



Miscellaneous


 


SECTION 11.01.          
Reserved.


 


SECTION 11.02.          
Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:


 


if to the Company or a Guarantor:



Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Facsimile: (208) 388-4299

Attention: General Counsel


 






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if to the Trustee:



Computershare Trust Company, N.A.

CTSO Mail Operations,


South Fourth Street, Seventh Floor


Minneapolis, MN 55415


Fax: 612-667-2160


Attention: Corporate Trust Services, Lamb Weston Account Manager


 


The Company or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication mailed to a Holder
shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. Notwithstanding the foregoing, as long as the Notes are Global Notes, notices to be given
to the Holders shall be given to the Depositary, in accordance with its applicable policies as in effect from time to time.


 


Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it. Any notice or communication to the Trustee shall be
deemed delivered upon receipt.


 


SECTION 11.03.          
Communication by Holders with Other Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of Section 312(c) of the TIA.


 


SECTION 11.04.          
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:


 


(1)               
an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the
signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(2)               
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.


 


SECTION 11.05.          
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:


 


(1)               
a statement that the individual making such certificate or opinion has read such covenant or condition;


 


(2)               
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)               
a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)               
a statement as to whether or not, in the opinion of such individual, such covenant or condition has been fully complied with.


 


SECTION 11.06.           Annual
Officer’s Certificate as to Compliance. Not later than ninety days after each fiscal year end, beginning with the fiscal
year ending May 29, 2022, the Company shall deliver to the Trustee a certificate (which need not comply with Section 11.05 of this
Indenture) executed by the principal executive officer, principal financial officer or principal accounting officer of the Company
as to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture.


 






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SECTION 11.07.          
When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, the Guarantors or by any Person directly or indirectly Controlling or Controlled
by or under direct or indirect common control with the Company or the Guarantors shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only
Notes outstanding at the time shall be considered in any such determination.


 


SECTION 11.08.          
Rules by Trustee, Paying Agents and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders.
The Registrar and the Paying Agents or co-registrar may make reasonable rules for their functions.


 


SECTION 11.09.          
Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not
be affected.


 


SECTION 11.10.          
Governing Law; Jury Trial Waiver. THIS INDENTURE, THE NOTES AND THE RELATED GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY, THE GUARANTORS, THE HOLDERS AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE RELATED GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 11.11.          
No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Guarantor shall
not have any liability for any obligations of the Company or any Guarantor under the Notes, any Guarantee or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release
all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.


 


SECTION 11.12.          
Successors. All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.


 


SECTION 11.13.          
Multiple Originals; Electronic Signature. The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. Delivery
of an executed signature page by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective
as delivery of a manually executed counterpart hereof.


 


This Indenture and any certificate, agreement
or other document to be signed in connection with this In-denture and the transactions contemplated hereby shall be valid, binding,
and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i)
an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) in the case of this Indenture and any
certificate, agreement or other document to be signed in connection with this Indenture and the transactions contemplated hereby,
other than any Notes, any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act,
state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant
provisions of the Uniform Commercial Code (collectively, “Signature Law”). Each electronic signature (except in the case
of any Notes) or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and
admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall
have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature (except in the
case of any Notes), of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity
thereof. For avoidance of doubt, original manual signatures shall be used for authentication of any Notes by the Trustee and for
execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or
intended character of the writings.


 






    -55-


    


    

 


SECTION 11.14.          
Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 


SECTION 11.15.          
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i)
any act or provision of any future law or regulation or governmental authority, (ii) strikes, (iii) work stoppages, (iv) accidents, (v)
acts of war or terrorism, (vi) civil or military disturbances, (vii) nuclear or natural catastrophes or acts of God, (viii) disease, (ix)
epidemic or pandemic, (x) quarantine, (xi) national emergency, (xii) interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services, (xiii) communications system failure, (xiv) malware or ransomware; (xv) unavailability of
the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or (xvi) unavailability of any securities
clearing system; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.


 


SECTION 11.16.          
U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.
The parties to this Indenture agree that they will provide the Trustee with such information within the Company’s custody or control
or as the Company may reasonably obtain that the Trustee may request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act.


 


[Remainder of page intentionally left blank.]


 






    -56-


    


    

 


IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	 	LAMB WESTON HOLDINGS, INC.
	 	 
	 	By:	/s/ Ken Barfuss
	 	 	Name:      Ken Barfuss
	 	 	Title:        Vice President and Treasurer
	 	 
	 	 
	 	Lamb Weston, Inc.
	 	 
	 	By:	/s/ Gregory W. Jones
	 	 	Name:     Gregory W. Jones
	 	 	Title:       President and Treasurer
	 	 
	 	 
	 	LAMB WESTON SALES, INC.
	 	 
	 	By:	/s/ Gregory W. Jones
	 	 	Name:     Gregory W. Jones
	 	 	Title:       President and Treasurer
	 	 
	 	 
	 	 
	 	LAMB WESTON/MIDWEST, INC.
	 	 
	 	By:	/s/ Gregory W. Jones
	 	 	Name:     Gregory W. Jones
	 	 	Title:       President and Treasurer
	 	 
	 	 
	 	LAMB WESTON BSW, LLC
	 	 
	 	By:	/s/ Gregory W. Jones
	 	 	Name:     Gregory W. Jones
	 	 	Title:       President and Treasurer
	 	  
	 	COMPUTERSHARE TRUST COMPANY, N.A.,
 as Trustee
	 	 
	 	By:	/s/ Karla D. Sjostrom
	 	 	Name:     Karla D. Sjostrom
	 	 	Title:       Vice President




 


[Signature Page to the
Indenture]


 






     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF INITIAL NOTE]



[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Notes Legend]


 


THE SECURITY (OR ITS PREDECESSOR)
EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR ITS
SUBSIDIARIES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 






    A-1


     


    

 


[Restricted Notes Legend for
Notes Offered in Reliance on Regulation S]


 


BY ITS ACQUISITION HEREOF,
THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 


[Definitive Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 






    A-2


     


    

 



  


[FORM OF FACE OF INITIAL NOTE]


 


LAMB WESTON HOLDINGS, INC.


 


	No. [ ]	$_________




 


4.375% Senior Notes due 2032


 


[144A CUSIP No. 513272 AE4]

[144A ISIN No. US513272AE49]

[Reg S CUSIP No. U5256P AE1]

[Reg S ISIN No. USU5256PAE17]

  


LAMB WESTON HOLDINGS, INC., a Delaware corporation,
promises to pay to [         ], or registered assigns, the principal sum of [             ] Dollars ($             ) [or such greater or lesser amount as may be indicated
on the attached Schedule of Increases or Decreases in Global Note] on January 31, 2032.


 


Interest Payment Dates: January 31 and July 31.


 


Record Dates: January 15 and July 15.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 






    A-3


     


    

  


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	LAMB WESTON HOLDINGS, INC.
	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:




 






    A-4


     


    

  


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


   


Dated:


 


COMPUTERSHARE TRUST COMPANY, N.A.,


as Trustee, certifies that this is one of the Notes referred
to in the Indenture.


 


	By:	 	 
	 	Authorized Signatory	 




 






    A-5


     


    

 


 


[FORM OF REVERSE SIDE OF NOTE]

4.375% Senior Notes due 2032


 


		1.	Interest



 


LAMB WESTON HOLDINGS, INC., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this 4.375% Senior Note due 2032 (this “Note” and, together with any other
4.375% Senior Notes due 2032, the “Notes”) at the rate per annum shown above. The Company will pay interest semiannually on
January 31 and July 31 of each year, commencing July 31, 2022. Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from November 8, 2021. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes plus 1% per annum, and it shall pay
interest on overdue installments of interest at the rate borne by the Notes to the extent lawful.


 


		2.	Method of Payment



 


The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the January 15 or July 15 next preceding
the interest payment date even if Notes are cancelled after the record date and on or before the interest payment date. Holders must surrender
Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a
Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified
by DTC. The Company will make all payments in respect of a Definitive Note (including principal, premium and interest), by mailing a check
to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the
case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other
date as the Trustee may accept in its discretion).


 


		3.	Paying Agent and Registrar



 


Initially, Computershare Trust Company, N.A. (the
 “Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.


 


		4.	Indenture



 


The Company issued the Notes under an Indenture
dated as of November 8, 2021 (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms.


 


[This Note is one of the Initial Notes referred
to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated
as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries
to, among other things, make certain Investments and create or incur Liens. The Indenture also imposes limitations on the ability of the
Company and each Guarantor to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all of its Property.


 






    A-6


     


    

 


		5.	Optional Redemption



 


Except as set forth in the two succeeding paragraphs,
the Notes will not be redeemable at the option of the Company prior to January 31, 2027. Starting on that date, the Company may redeem
all or any portion of the Notes, at once or over time and from time to time, at the redemption prices set forth below, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date). The following prices are for Notes redeemed during the 12-month period
commencing on January 31 of the years set forth below, and are expressed as percentages of principal amount:


  


	Redemption Year	 	Price	 
	2027	 	 	102.188	%
	2028	 	 	101.458	%
	2029	 	 	100.729	%
	2030 and thereafter 	 	 	100.000	%



 


Prior to January 31, 2027, the Company may redeem
the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption,
subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.


 


In addition, until January 31, 2027, the Company
may, at any time and from time to time, redeem up to 40.0% of the aggregate principal amount of the Notes (including any Additional Notes)
at a redemption price equal to 104.375% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if
any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), in an amount no greater than the aggregate cash proceeds received from one or more
Equity Offerings; provided that (1) at least 50.0% of the aggregate principal amount of Notes (including any Additional Notes)
remains outstanding immediately after the occurrence of each such redemption and (2) each such redemption occurs within 120 days
of the closing of such Equity Offering.


 


Notices of redemption may be subject to the satisfaction
of one or more conditions precedent established by the Company in its sole discretion, including completion of an Equity Offering or other
corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, that, in the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may
not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption
date or by the redemption date so delayed. The Company shall provide written notice of the delay of such redemption date or the rescission
of such notice of redemption (and rescission and cancellation of the redemption of the Notes) to the Trustee no later than 10:00 a.m.
Eastern Time (subject to the Applicable Procedures) on the redemption date or the redemption date as so delayed. Upon receipt of such
notice of the delay of such redemption date or the rescission of such notice of redemption, such redemption date shall be automatically
delayed or such notice of redemption shall be automatically rescinded, as applicable, and the redemption of the Notes shall be automatically
delayed or rescinded and cancelled, as applicable, as provided in such notice.


 


		6.	Notice of Optional Redemption



 


Notice of redemption shall be mailed by
first-class mail (or electronic transmission in the case of Notes held in book-entry form) to each Holder of Notes to be redeemed at
its registered address, at least 10 but not more than 60 days before the redemption date, except that redemption notices may be sent
more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance or a satisfaction and discharge
of the Notes. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption
date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.


 






    A-7


     


    

 


		7.	Sinking Fund



 


The Notes are not subject to any sinking fund.


 


		8.	Repurchase of Notes at the Option of Holders upon Change
of Control Triggering Event



 


Upon a Change of Control Triggering Event, unless
the Company has exercised its right to redeem the Notes in full, the Company will be required to make an offer to repurchase all or any
part of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued
and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject
to the terms of, the Indenture.


 


		9.	Guarantee



 


The payment by the Company of the principal and
interest is unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth
in the Indenture.


 


		10.	Denominations; Transfer; Exchange



 


The Notes are in registered form without coupons,
in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder shall transfer or exchange
Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note
to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior
to a selection of Notes to be redeemed or 15 days before an interest payment date.


 


		11.	Persons Deemed Owners



 


The registered Holder of this Note shall be treated
as the owner of it for all purposes.


 


		12.	Unclaimed Money



 


If money for the payment of principal or interest
remains unclaimed for two years, or prior to the applicable escheat date, the Trustee or Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.


 


		13.	Discharge and Defeasance



 


Subject to certain conditions, the Company at any
time may terminate some of or all its obligations under the Notes and the Indenture if the Company irrevocably deposits with the Trustee
money in U.S. dollars or U.S. Government Obligations for the payment of principal and interest (including premium, if any) on the Notes,
in each case to redemption or maturity.


 


		14.	Amendment, Waiver



 


Subject to certain exceptions set forth in the
Indenture, the Company, the Guarantors and the Trustee may, with or without the consent of the Holders, modify, amend or supplement the
Indenture, the Notes or the related Guarantees as provided in the Indenture.


 






    A-8


     


    

 


		15.	Defaults and Remedies



 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding, subject to certain limitations, may
declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result
in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or
any Holder.


 


Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity
or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then
outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in aggregate principal
amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and
its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely because of the acceleration.


 


		16.	Trustee Dealings with the Company



 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the
Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
the Trustee.


 


		17.	No Recourse Against Others



 


A director, officer, employee or stockholder, as
such, of the Company or any Guarantor shall not have any liability for any obligations of the Company or any Guarantor under the Notes,
the Guarantees or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting
a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the
Notes.


 


		18.	Authentication



 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.


 


		19.	Abbreviations



 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


		20.	Governing Law



 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


		21.	CUSIP Numbers



 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has
directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. To the extent such numbers have been
issued, the Company has caused ISIN and Common Code numbers to be similarly printed on the Notes and has similarly instructed the
Trustee. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice
of redemption and reliance may be placed only on the other identification numbers placed thereon.


 






    A-9


     


    

 


The Company will furnish to any Holder of Notes
upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. Requests may be made
to:


 


Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Attention: General Counsel


 






    A-10


     


    

 


LAMB WESTON HOLDINGS, INC. 4.375% SENIOR NOTES
DUE 2032

ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


The undersigned hereby assigns and transfers this Note to


  


(Print or type assignee’s name, address and
zip code)


  


(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.


 


	Date:	 	 	[Your Signature:	 
	 	 	 	 	Sign exactly as your name appears on the other side of this Note.]1




	 	 
	 	[Holder name exactly as it appears on the
other side of this Note




  


	 	By:	 
	 	Name:
	 	Title]2




  


Signature Guarantee: _________________________________________________


Signature must be guaranteed by a participant in a recognized

signature guaranty medallion program or other signature

guarantor acceptable to the Trustee


 


	Date:	 	 	
	 	 	 	Signature of Signature Guarantee




 





 



1 For assignments by natural
persons.


 


2 For assignments by Holders
that are not natural persons.


 






    A-11


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The initial principal amount of this Global Note
is $[      ]. The following increases or decreases in this Global Note have been made:


 


	
    Date of

    Exchange
	
    Amount of decrease
    in

    Principal Amount of this

    Global Note
	
    Amount of increase
    in

    Principal Amount of this

    Global Note
	
    Principal amount
    of this

    Global Note following

    such decrease or increase
	
    Signature of
    authorized

    signatory of Trustee or

    Notes Custodian

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  






    A-12


     


    

 



 


LAMB WESTON HOLDINGS, INC. 4.375% SENIOR NOTES
DUE 2032

OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to 4.12 (Repurchase of Notes at the Option of Holders upon Change of Control Triggering Event) of the Indenture,
check the box:


 


Change of Control Triggering Event  ̈


 


If you want to elect to have only part of this
Note purchased by the Company pursuant to Section 4.12 (Repurchase of Notes at the Option of Holders upon Change of Control Triggering
Event) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof):


 


	$	 	 



 


	Date:	 	 	Your Signature:	 
	 	 	 	 	(Sign exactly as your name appears on the other side of the
Note)



 


	Signature Guarantee:	 	 
	 	Signature must be guaranteed by a participant in a recognized	 
	 	signature guaranty medallion program or other signature	 
	 	guarantor acceptable to the Trustee	 



 








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EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Facsimile: (208) 388-4299

Attention: General Counsel


 


Computershare Trust Company, N.A.

Attn: Corporate Trust – DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Facsimile: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re:       4.375% Senior Notes due 2032


 


Reference is hereby made to the Indenture, dated
as of November 8, 2021 (the “Indenture”), among Lamb Weston Holdings, Inc., as issuer (the “Company”),
the Guarantors party thereto and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


 


___________________ (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________
in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.  ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE
PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further
certifies that the beneficial interest in the Global Note or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest in the Global Note or Definitive Note for its own account, or
for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States and
applicable securities laws of any other applicable jurisdiction.


 


2.  ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor
any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act
and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to
a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to
the restrictions on Transfer enumerated in the Restricted Notes Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.


 






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3.  ̈
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States and the securities
laws of any other applicable jurisdiction, and accordingly the Transferor hereby further certifies that (check one):


 


(a)  ̈
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


(b)  ̈
such Transfer is being effected to the Company or a subsidiary thereof;


 


(c)  ̈
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or


 


(d)  ̈
such Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities
Act other than Rule 144A, Rule 903, or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States.


 


4.  ̈
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive
Note.


 


(a)  ̈ Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on
transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Restricted Notes Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(b)  ̈ Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and the securities laws of any other applicable jurisdiction and (ii) the
restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Restricted Notes
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)  ̈ Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and
the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer contained in the Indenture and the
Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject
to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.


 






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This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


 


		 	 
	 	 	[Insert Name of Transferor]


 


		By:	 
	 	 	Name:
	 	 	Title:


 


	Dated:	 	 


 






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ANNEX A TO CERTIFICATE OF TRANSFER


 


1.       The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)  ̈
a beneficial interest in the:


 


     (i)  ̈
144A Global Note (CUSIP _________), or


 


     (ii)  ̈
Regulation S Global Note (CUSIP _________); or


 


(b)  ̈
a Restricted Definitive Note.


 


2.       After
the Transfer the Transferee will hold:


 


[CHECK ONE OF (a) OR (b) OR
(c)]


 


(a)  ̈
a beneficial interest in the:


 


     (i)  ̈
144A Global Note (CUSIP _________), or


 


     (ii)  ̈
Regulation S Global Note (CUSIP _________), or


 


     (iii)  ̈
Unrestricted Global Note (CUSIP _________); or


 


(b)  ̈
a Restricted Definitive Note; or


 


(c)  ̈
an Unrestricted Definitive Note,


 


in accordance with the terms of the Indenture.


 






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EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Facsimile: (208) 388-4299

Attention: General Counsel


 


Computershare Trust Company, N.A.

Attn: Corporate Trust – DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Facsimile: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re:        4.375% Senior Notes due 2032


 


Reference is hereby made to the Indenture, dated
as of November 8, 2021 (the “Indenture”), among Lamb Weston Holdings, Inc., as issuer (the “Company”),
the Guarantors party thereto and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


 


__________________________ (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such
Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.       Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note


 


(a)  ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended
(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(b)  ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend
are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 






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(c)  ̈ Check
if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)  ̈ Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of
a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


2.       Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes


 


(a)  ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed
on such Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)  ̈ Check
if Exchange is from Restricted Definitive Notes to beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation
S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Restricted Notes Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


 


		 	 
	 	 	[Insert Name of Transferor]



 


		By:	 
	 	 	Name:
	 	 	Title:



 


	Dated:	 	 



 






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EXHIBIT D


 


[FORM OF]

SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of [           ], among [NEW GUARANTOR] (the “New
Guarantor”), a subsidiary of lamb weston holdings, inc., a Delaware corporation
(the “Company”), the Company and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee under
the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS the Company, certain Guarantors and the Trustee
have heretofore executed an indenture, dated as of November 8, 2021 (as amended, supplemented or otherwise modified, the “Indenture”),
providing for the issuance of the Company’s 4.375% Senior Notes due 2032 (the “Notes”), initially in the aggregate
principal amount of $700,000,000;


 


WHEREAS Sections 4.14 and 10.07 of the Indenture
provide that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental
indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s Obligations under the Notes and
the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and


 


WHEREAS pursuant to Section 9.01 of the Indenture,
the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders”
as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,”
 “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer
to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


2.       Agreement
to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee
the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article X
of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations
and agreements of a Guarantor under the Indenture.


 


3.       Notices.
All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.


 


4.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


5.       Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 






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6.       Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. Additionally,
the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein,
all of which recitals or statements are made solely by the Company, the New Guarantor and the Guarantors, and the Trustee makes no representation
with respect to any such matters.


 


7.       Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


8.       Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 


[Remainder of page intentionally left blank.]


 









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IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	 	 	lamb weston holdings,
INC.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


	 	 	[NEW GUARANTOR], as a Guarantor
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


	 	 	COMPUTERSHARE TRUST COMPANY, N.A.,
	 	 	as Trustee
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 






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