Exhibit
4.4


 


 


 


TYSON
FOODS, INC.,


 


as Issuer,


 


AND


 


THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.


 


(as successor
to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.))


 


as Trustee


 


Supplemental
Indenture


 


Dated as
of June 2, 2017


 


Supplemental
to Indenture


 


Dated as
of June 1, 1995


 


Floating
Rate Senior Notes due 2020


 


 


 


 


 


 


 




     


    


    

TABLE
OF CONTENTS


 


Page


 


	ARTICLE 1	DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION	2
	SECTION
    1.01.	Scope
    of Supplemental Indenture	2
	SECTION
    1.02.	Definitions	2
	ARTICLE
    2	THE SECURITIES	13
	SECTION
    2.01.	Title
    and Terms; Payments	13
	SECTION
    2.02.	Book-Entry
    Provisions for Global Notes	14
	SECTION
    2.03.	CUSIP
    Numbers	14
	ARTICLE
    3	REDEMPTION	14
	SECTION
    3.01.	Optional
    Redemption	14
	SECTION
    3.02.	Special
    Mandatory Redemption	14
	SECTION
    3.03.	Mandatory
    Redemption or Purchase	15
	ARTICLE
    4	ADDITIONAL COVENANTS	15
	SECTION
    4.01.	Offer
    to Purchase Upon Change of Control Triggering Event	15
	SECTION
    4.02.	Restrictions
    on Consolidations, Mergers and Sales of Assets	16
	SECTION
    4.03.	SEC
    Reports	16
	SECTION
    4.04.	Compliance
    Certificates	17
	ARTICLE
    5	REMEDIES	17
	SECTION
    5.01.	Events
    of Default	17
	SECTION
    5.02.	Acceleration	18
	SECTION
    5.03.	Remaining
    Provisions	19
	ARTICLE
    6	SATISFACTION AND DISCHARGE	19
	SECTION
    6.01.	Satisfaction
    and Discharge	19
	SECTION
    6.02.	Legal
    Defeasance	19
	SECTION
    6.03.	Covenant
    Defeasance	19
	ARTICLE
    7	SUPPLEMENTAL INDENTURES	19
	SECTION
    7.01.	Amendments
    or Supplements Without Consent of Holders	19
	SECTION
    7.02.	Amendments,
    Supplements or Waivers With Consent of Holders	20
	SECTION
    7.03.	Payment
    for Consent	20




    i 


    


    

TABLE
OF CONTENTS


(cont.) 


 


Page



 


	ARTICLE
    8	MISCELLANEOUS	20
	SECTION 8.01.	Governing
    Law and Jury Trial Waiver	20
	SECTION
    8.02.	Payments
    on Business Days	21
	SECTION
    8.03.	No
    Security Interest Created	21
	SECTION
    8.04.	Trust
    Indenture Act	21
	SECTION
    8.05.	Notices	21
	SECTION
    8.06.	Benefits
    of Indenture	22
	SECTION
    8.07.	Successors	22
	SECTION
    8.08.	Table
    of Contents, Headings, Etc	22
	SECTION
    8.09.	Execution
    in Counterparts	22
	SECTION
    8.10.	Severability	22
	SECTION
    8.11.	The
    Trustee	22


 


EXHIBITS


 


	Exhibit A	-	Form
    of Note	A-1




    ii 


    


    

SUPPLEMENTAL
INDENTURE, dated as of June 2, 2017, between Tyson Foods, Inc., a Delaware corporation (the “Company”) and
The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank,
N.A.)), as trustee (the “Trustee”) under the indenture dated as of June 1, 1995, between the Company and the
Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).


 


RECITALS
OF THE COMPANY


 


WHEREAS,
the Company executed and delivered the Original Indenture to the Trustee to provide, among other things, for the future issuance
of the Company’s unsecured Securities from time to time in one or more series as might be determined by the Company under
the Original Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the
Original Indenture;


 


WHEREAS,
Section 9.1 of the Original Indenture provides for various matters with respect to any series of Securities issued under the Original
Indenture to be established in an indenture supplemental to the Original Indenture;


 


WHEREAS,
Section 9.1(5) of the Original Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the
Original Indenture to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such
series as permitted by Section 2.3 of the Original Indenture;


 


WHEREAS,
the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;


 


WHEREAS,
pursuant to the terms of the Original Indenture, the Company desires to provide for the establishment of a new series of its Securities
to be known as its “Floating Rate Senior Notes due 2020” (the “Notes”), the form and substance
of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this
Supplemental Indenture;


 


WHEREAS,
the Form of Note is to be substantially in the form hereinafter provided for; and


 


WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and that all requirements necessary
to make (i) this Supplemental Indenture a valid instrument in accordance with its terms and (ii) the Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of the Company have been performed, and the execution
and delivery of this Supplemental Indenture have been duly authorized in all respects.


 


NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders
thereof, it is mutually agreed, for the benefit of the parties hereto and the equal and proportionate benefit of all Holders of
the Notes, as follows:


 




     


    


    

ARTICLE
1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.01.       
Scope of Supplemental Indenture. The changes, modifications and supplements to the Original Indenture effected by
this Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, which may
be issued from time to time, and shall not apply to any other Securities that may be issued under the Original Indenture unless
a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements.
The provisions of this Supplemental Indenture shall supersede any corresponding provisions in the Original Indenture.


 


SECTION 1.02.       
Definitions. For all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise
requires:


 


(i)           the terms defined in this Article 1 shall have the meanings assigned to them in this Article and include the plural as
well as the singular;


 


(ii)          all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning
herein as in the Original Indenture;


 


(iii)         all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, shall
have the meanings assigned to them therein;


 


(iv)         all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP; and


 


(v)          the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.


 


“Accrued
Interest Factor” means the amount of accrued interest that the Company will pay for any interest period, which shall
be calculated by multiplying the face amount of the Notes then outstanding by such Accrued Interest Factor. The Accrued Interest
Factor is computed by adding the interest factor calculated for each day from the Issue Date, or from the last date for which
the Company paid interest to the holders of the Notes to the date for which accrued interest is being calculated. The interest
factor for each day is computed by dividing the interest rate applicable to that day by 360. If an interest payment date for the
Notes falls on a day that is not a Business Day, the interest payment date shall be postponed to the next succeeding Business
Day unless such next succeeding Business Day would be in the following month, in which case, the interest payment date shall be
the immediately preceding Business Day.


 


“Additional
Notes” has the meaning specified in Section 2.01 hereof.


 


“AdvancePierre
Acquisition” means the acquisition by the Company of AdvancePierre Foods Holdings, Inc. through the merger of Merger
Sub with and into AdvancePierre Foods Holdings, Inc., with AdvancePierre Foods Holdings, Inc. surviving as a wholly-owned Subsidiary
of the Company in accordance with the Merger Agreement.


 




    2 


    


    

“Affiliate”
of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control”, when used with respect
to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agent
Members” has the meaning specified in Section 2.02 hereof.


 


“Attributable
Debt” means, as to any particular lease under which any Person is at the time liable, other than a capital lease, and
at any date as of which the amount of such lease is to be determined, the total net amount of rent required to be paid by such
Person under such lease during the initial term of such lease as determined in accordance with GAAP, discounted from the last
date of such initial term to the date of determination at a rate per annum equal to the discount rate which would be applicable
to a capital lease with like term in accordance with GAAP. The net amount of rent required to be paid under any such lease for
any such period shall be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts
required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges. In the
case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount
of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which
it may be so terminated. “Attributable Debt” means, as to a capital lease under which any Person is at the
time liable and at any date as of which the amount of such lease is to be determined, the capitalized amount of such lease that
would appear on the face of a balance sheet of such Person in accordance with GAAP.


 


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


 


“Business
Day” means each day which is not a Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York or Texas.


 


“Calculation
Agent” means the Calculation Agent appointed by the Company pursuant to the Calculation Agency Agreement between the
Company and The Bank of New York Mellon Trust Company, N.A., dated the date hereof or any successor thereto appointed by the Company.


 


“Capital
Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized
amount of such obligation 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 such lease prior to the first date upon which such lease may be terminated by the lessee
without payment of a penalty.


 


“Capital
Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants,
options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.


 




    3 


    


    

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


 


(1)       the
Permitted Holders cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Company, whether as
a result of issuance of securities of the Company, any merger, consolidation, liquidation or dissolution of the Company, or any
direct or indirect transfer of securities of the Company by the Permitted Holders or otherwise (for purposes of this clause (1)
and clause (2) below, the Permitted Holders shall be deemed to beneficially own any Voting Stock of a Person (the “specified
person”) held by any other Person (the “parent entity”) so long as the Permitted Holders beneficially own (as
so defined), directly or indirectly, in the aggregate a majority of the voting power of the Voting Stock of the parent entity);


 


(2)       the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, becomes the
“beneficial owner” (as defined in clause (1) above), directly or indirectly, of more than 50% of the total voting
power of the Voting Stock of the Company;


 


(3)       the
direct or indirect sale, lease, transfer, conveyance or other disposition (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 (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other
than to the Company or one of its Subsidiaries;


 


(4)       the
Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company,
in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is
converted into or exchanged for cash, securities or other property; or


 


(5)       the
adoption of a plan relating to the liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, a transaction will not be considered to be a Change of Control if (i) the survivor or transferee is a Person that
is controlled by the Permitted Holders or (ii) a transaction following which (A) in the case of a merger or consolidation transaction,
holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other
securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly
at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction
immediately after such transaction and (B) in the case of a sale of assets transaction, each transferee becomes an obligor in
respect of the Notes and a Subsidiary of the transferor of such assets.


 


“Change
of Control Offer” has the meaning specified in Section 4.01(b) hereof.


 


“Change
of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event. Notwithstanding the
foregoing, no Change of Control Triggering


 




    4 


    


    

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.


 


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


 


“Commodity
Price Protection Agreement” means, with respect to any Person, any forward contract, commodity swap, commodity option
or other similar agreement or arrangement entered into with respect to fluctuations in commodity prices.


 


“Credit
Agreement” means the Amended and Restated Credit Agreement, dated as of May 12, 2017, by and among the Company, the
subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, together
with the related documents thereto (including any guarantees and security documents), as amended, extended, renewed, restated,
supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and
other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in
whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding thereunder or under successor
Credit Agreements, whether by the same or any other lender or group of lenders.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency
values.


 


“Default”
means any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary”
means The Depository Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of
the Indenture, and thereafter “Depositary” shall mean such successor Depositary.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:


 


(1)       matures
or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock)
pursuant to a sinking fund obligation or otherwise;


 


(2)       is
convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or


 


(3)       is
mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;


 


in each case on or prior to the
first anniversary of the Stated Maturity of the Notes; provided, however, that any Capital Stock that would
not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase
or redeem such


 




    5 


    


    

Capital Stock upon the occurrence
of an “asset sale” or “change of control” occurring prior to the first anniversary of the Stated Maturity
of the Notes shall not constitute Disqualified Stock if:


 


(4)       the
“asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable
to the holders of such Capital Stock than the terms applicable to the Notes and set forth in Section 4.01 hereof; and


 


(5)       any
such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any
Notes tendered pursuant thereto.


 


The amount of any Disqualified
Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of
such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of
such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified
Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment
or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of
such Person.


 


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


 


“Event
of Default” has the meaning specified in Section 5.01 hereof.


 


“Fair
Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length,
free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure
or compulsion to complete the transaction. Fair Market Value will be determined in good faith by the Board of Directors, whose
determination will be conclusive and evidenced by a resolution of such Board of Directors.


 


“Fitch”
means Fitch Ratings Inc. and its successors.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those
set forth in:


 


(1)       the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;


 


(2)       statements
and pronouncements of the Financial Accounting Standards Board;


 


(3)       such
other statements by such other entity as approved by a significant segment of the accounting profession; and


 


(4)       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, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of the SEC.


 




    6 


    


    

“Global
Note” means any Note that is a Registered Global Security.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such other Person:


 


(1)       to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising
by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise); or


 


(2)       entered
into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);


 


provided, however,
that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
The term “Guarantee” used as a verb has a corresponding meaning.


 


“Hedging
Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement
or Commodity Price Protection Agreement.


 


“Holder”
means the Person in whose name a Note is registered on the Registrar’s books.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without duplication):


 


(1)       the
principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any
premium on such indebtedness to the extent such premium has become due and payable;


 


(2)       all
Capital Lease Obligations of such Person and all Attributable Debt in respect of all sale and lease-back transactions entered
into by such Person;


 


(3)       all
obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such
Person and all obligations of such Person under any title retention agreement (but excluding any trade accounts payable or other
liability to trade creditors arising in the ordinary course of business);


 


(4)       all
obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar
credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations of other
Persons described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth
Business Day following payment on the letter of credit);


 




    7 


    


    

(5)       the
amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock
of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person that is not 100% owned by such Person,
the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any
accrued dividends);


 


(6)       all
obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including
by means of any Guarantee, other than endorsements of negotiable instruments for collection in the ordinary course of business;


 


(7)       all
obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of
such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser
of the Fair Market Value of such property or assets and the amount of the obligation so secured; and


 


(8)       to
the extent not otherwise included in this definition, the net obligations pursuant to any Hedging Obligations of such Person.


 


Notwithstanding the foregoing,
in connection with the purchase by the Company or any Subsidiary of any business, the term “Indebtedness” will exclude
post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after the closing; provided, however,
that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes
fixed and determined, the amount is paid within 60 days thereafter.


 


The amount
of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described
above; provided, however, that, in the case of Indebtedness sold at a discount, the amount of such Indebtedness
at any time shall be the accreted value thereof at such time. Except as otherwise expressly provided herein, the term “Indebtedness”
shall not include cash interest thereon.


 


“Indenture”
means the Original Indenture, as supplemented by this Supplemental Indenture as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture
Act that are deemed to be a part of and govern this Supplemental Indenture and any such supplemental indenture, respectively.


 


“Initial
Notes” has the meaning specified in Section 2.01 hereof.


 


“Interest
Determination Date” means, for an interest period, the second London Business Day immediately preceding the first day
of such interest period.


 


“Interest
Payment Date” means, with respect to the payment of interest on the Notes, each March 2, June 2, September 2 and December
2 of each year, payable quarterly and in


 




    8 


    


    

arrears to
the person in whose name such floating rate notes are registered at the close of business on the 14th calendar day immediately
preceding such interest payment date (whether or not a Business Day).


 


“Interest
Period” means the period from the Issue Date to, but excluding, the first Interest Payment Date and then from, and including,
the immediately preceding Interest Payment Date to, but excluding, the next Interest Payment Date or Maturity Date, as the case
may be.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement with respect to exposure to interest rates.


 


“Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of
Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and
a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and the equivalent investment
grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting
it to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth
in the definition of “Rating Agencies.”


 


“Issue
Date” means June 2, 2017.


 


“LIBOR”
on any Interest Determination Date, shall be equal to the offered rate for deposits in U.S. dollars having an index maturity
of three months, in amounts of at least $1,000,000, as such rate appears on Bloomberg L.P .’s page “BBAM” at
approximately 11:00 a.m., London time, on such Interest Determination Date. If on such Interest Determination Date, such rate
does not appear on the Bloomberg L.P. page “BBAM” as of 11:00 a.m., London time, or if the Bloomberg L.P. page “BBAM”
is not available on such date, the Calculation Agent will obtain such rate from the Reuters page “LIBOR01.” If no
offered rate appears on the Bloomberg L.P. page “BBAM” or the Reuters page “LIBOR01” on such Interest
Determination Date at approximately 11:00 a.m., London time, then the Company will select four major banks in the London interbank
market and shall request each of their principal London offices to provide a quotation of the rate at which three-month deposits
in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date
and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will
be the arithmetic average of the quotations provided. Otherwise, the Company will select three major banks in New York City and
shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time,
on such Interest Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months
for the applicable Interest Period in an amount of at least $1,000,000 that is representative of single transactions at that time.
If three quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR
for the next Interest Period will be set equal to the rate of LIBOR for the then current Interest Period.


 




    9 


    


    

“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).


 


“London
Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.


 


“Merger
Agreement” means the agreement and plan of merger dated as of April 25, 2017 among the Company, Merger Sub and AdvancePierre
Foods Holdings, Inc.


 


“Merger
Sub” means DVB Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of the Company.


 


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.


 


“Note”
or “Notes” has the meaning specified in the fifth paragraph of the recitals of this Supplemental Indenture,
and shall include any Additional Notes issued pursuant to Section 2.01 hereof.


 


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


 


“Officers’
Certificate” means a certificate signed by two Officers.


 


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


 


“Original
Indenture” has the meaning specified in the first paragraph of this Supplemental Indenture.


 


“Paying
Agent” means any Person (including the Company) authorized by the Company to pay the principal amount of or interest
on any Notes on behalf of the Company. The Paying Agent shall initially be the Trustee.


 


“Permitted
Holders” means (1) the Tyson Limited Partnership (or any successor entity), (2) “members of the same family”
of Mr. Don Tyson as defined in Section 447(e) of the Code and (3) any entity (including, but not limited to, any partnership,
corporation, trust or limited liability company) in which one or more individuals described in clauses (1) and (2) hereof possess
over 50% of the voting power or beneficial interests.


 


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


 


“Preferred
Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends or


 




    10 


    


    

distributions,
or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of
Capital Stock of any other class of such Person.


 


“principal”
of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become
due at the relevant time.


 


“Prospectus
Supplement” means the final prospectus supplement related to the offering and sale of the Notes dated May 23, 2017 and
filed by the Company with the SEC on May 24, 2017.


 


“Rating
Agencies” means (i) each of Moody’s, S&P and Fitch; and (ii) if any of Moody’s, S&P or Fitch ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control,
a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act
that is selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s,
S&P or Fitch, or each of them, as the case may be.


 


“Rating
Event” means, with respect to the Notes, (i) the rating of such Notes is lowered by two of the three Rating Agencies
on any day during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change
of Control and (b) the first public notice of the Company’s intention to effect a Change of Control, and ending 60 days
following consummation of such Change of Control (which period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by any of the Rating Agencies), and (ii) such Notes are rated below Investment
Grade by two of the three Rating Agencies on any day during the Trigger Period; provided that a Rating Event will not be
deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating 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 Trustee in writing at the Company’s request 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 Rating Event). If a Rating Agency is not providing a rating
for the Notes at the commencement of such period, the Notes will be deemed to have ceased to be rated as Investment Grade by such
Rating Agency during such period.


 


“Record
Date” means, with respect to the payment of interest on the Notes, the 14th calendar day immediately preceding such
Interest Payment Date (whether or not a Business Day).


 


“Redemption
Notice Date” has the meaning specified in Section 3.02(b) hereto.


 


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


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and its successors.


 




    11 


    


    

“SEC”
means the U.S. Securities and Exchange Commission.


 


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


 


“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.


 


“Special
Mandatory Redemption Date” has the meaning set forth in Section 3.02(b) hereto.


 


“Special
Mandatory Redemption Event” has the meaning specified in Section 3.02(a) hereto.


 


“Special
Mandatory Redemption Price” has the meaning specified in Section 3.02(a) hereto.


 


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


 


“Subsidiary”
means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity
of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly,
by:


 


(1)       such
Person;


 


(2)       such
Person and one or more Subsidiaries of such Person; or


 


(3)       one
or more Subsidiaries of such Person.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the Issue
Date.


 


“U.S.”
means the United States of America.


 


“U.S.
Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations)
of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and
credit of the United States of America is pledged and which are not callable at the issuer’s option.


 


“Voting
Stock” of a Person means all classes of Capital Stock of such 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.


 




    12 


    


    

ARTICLE
2

THE SECURITIES


 


SECTION 2.01.       
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “Floating Rate
Senior Notes due 2020” initially limited in aggregate principal amount to $350,000,000, which amount shall be as set forth
in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.2 of the Original Indenture.
The interest rate for a particular Interest Period will be a per annum rate equal to three-month USD LIBOR, as determined on the
relevant Interest Determination Date, plus 0.550%. The interest rate on the Notes will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law of general application. All percentages resulting
from any calculation of the interest rate on the Notes will be rounded to the nearest one millionth of a percentage point with
five ten millionths of a percentage point rounded upwards (e.g., 9.8765445% (or .098765445) would be rounded to 9.876545% (or
..09876545)), and all dollar amounts used in or resulting from such calculation on the floating rate notes will be rounded to the
nearest cent (with one-half cent being rounded upwards). Upon request from any Holder of the Notes, the Calculation Agent will
provide the interest rate in effect for the Notes for the then current Interest Period and, if it has been determined the interest
rate to be in effect for the next Interest Period.


 


The principal
amount of Notes then outstanding shall be payable at Stated Maturity.


 


The Company
may, without the consent of the Holders of the Notes, hereafter issue additional Notes (“Additional Notes”)
under the Indenture with the same terms and with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture
(the “Initial Notes”) in an unlimited aggregate principal amount; provided that if the Additional Notes
are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP
number. Any such Additional Notes shall constitute a single series together with the Initial Notes for all purposes hereunder,
including, without limitation, waivers, amendments and offers to purchase.


 


The Form
of Note shall be substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this
Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers of the Company executing such Notes, as evidenced by their execution of the Notes.


 


The Company
shall pay principal of and interest on any Global Note in immediately available funds to the Depositary or its nominee, as the
case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that
are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the
Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, New York as a place where Notes
may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent


 




    13 


    


    

or Registrar
for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Registrar.


 


SECTION 2.02.       
Book-Entry Provisions for Global Notes. The Notes initially shall be issued in the form of one or more Global Notes
(i) registered in the name of Cede & Co., as nominee of the Depositary, and (ii) delivered to the Trustee, as custodian for
the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Supplemental Indenture or the Original Indenture with respect to any Global Note held on their behalf by the Depositary,
or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.


 


SECTION 2.03.       
CUSIP Numbers. In issuing the Notes, the Company may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders of the
Notes; provided that any such notice may state that no representation is made as to the correctness of such numbers as
printed on the Notes 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 will promptly notify the Trustee of
any change in the “CUSIP” numbers.


 


ARTICLE
3

REDEMPTION


 


SECTION 3.01.       
Optional Redemption. The Notes will not be redeemable at the option of the Company prior Stated Maturity.


 


SECTION 3.02.       
Special Mandatory Redemption.


 


(a)          The
Company shall redeem the Notes, in whole but not in part, at a special mandatory redemption price (the “Special Mandatory
Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on
the principal amount thereof to, but not including, the Special Mandatory Redemption Date, if the AdvancePierre Acquisition has
not occurred on or prior to December 25, 2017, or if, prior to such date, the Merger Agreement is terminated (each, a “Special
Mandatory Redemption Event”), in accordance with the provisions set forth herein and in Article 3 of the Original Indenture.


 


(b)          Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 5 Business
Days following such Special Mandatory Redemption Event) notify the Trustee in writing of such event, and the Trustee shall, no
later than 5 Business Days following receipt of such notice from the Company, notify the Holders (such date of notification to
the Holders, the “Redemption Notice Date”) that the Notes


 




    14 


    


    

will be redeemed
on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”),
in each case in accordance with the applicable provisions set forth herein and in Article 3 of the Original Indenture. The Trustee,
upon receipt of the notice specified above, on the Redemption Notice Date shall, on behalf of the Company, notify each Holder
in accordance with the applicable provisions of the Indenture that all of the outstanding Notes shall be redeemed at the Special
Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders
of any the Notes. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory
Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for
the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory
Redemption Date, unless the Company defaults in the payment of the Special Mandatory Redemption Price.


 


SECTION 3.03.       
Mandatory Redemption or Purchase. The Company shall not be obligated to redeem or purchase the Notes pursuant to
any sinking fund or analogous provision, or at the option of any Holder thereof, except as provided in Section 3.02 or Section
4.01 hereof.


 


ARTICLE
4

ADDITIONAL COVENANTS


 


SECTION 4.01.       
Offer to Purchase Upon Change of Control Triggering Event.


 


(a)          Upon
the occurrence of a Change of Control Triggering Event, each Holder shall have the right to require the Company to repurchase
such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus
accrued and unpaid interest, if any, to 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).


 


(b)          Within 30 days following the date upon which any Change of Control Triggering Event shall have occurred, the Company shall
send a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) or, at the Company’s
option, prior to any Change of Control but after the public announcement of the pending Change of Control, stating:


 


(i)           that
a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes
at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest on
the relevant Interest Payment Date);


 


(ii)          the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed);
and


 


(iii)         the instructions, as determined by the Company, consistent with the covenant described hereunder, that a Holder must follow
in order to have its Notes purchased.


 




    15 


    


    

(c)          The
Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements herein applicable to a Change of
Control Offer made by the Company and the third party purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer.


 


(d)          A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a
definitive agreement has been entered into with respect to such Change of Control at the time of making of the Change of Control
Offer.


 


(e)          The Company shall 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 repurchase of Notes as a result of a Change of Control. To the extent
that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions contained in this
Article 4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached
its obligations under the Change of Control Offer provisions contained in this Article 4 by virtue of its compliance with such
securities laws or regulations.


 


SECTION 4.02.       
Restrictions on Consolidations, Mergers and Sales of Assets. The Company will not consolidate with or merge with
or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially
all its assets to, any Person, unless (i) the resulting, surviving or transferee Person (the “Successor Company”)
shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of
Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and the
Indenture; (ii) immediately after giving pro forma effect to such transaction, no Default shall have occurred and be continuing;
and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.


 


For purposes
of this Section 4.02, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead
of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.


 


The Successor
Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation
to pay the principal of and interest on the Notes.


 


SECTION 4.03.       
SEC Reports. Notwithstanding Section 4.6(d) of the Original Indenture, the Company shall deliver to the Trustee
within 15 days after the same is required to


 




    16 


    


    

be filed with
the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, that the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided
by Rule 12b-25 under the Exchange Act), and the Company shall otherwise comply with the requirements of Trust Indenture Act Section
314(a). Any quarterly or annual report or other information, document or other report that the Company files with the SEC pursuant
to Section 13 or 15(d) of the Exchange Act on the SEC’s EDGAR system (or any successor thereto) or any other publicly available
database maintained by the SEC shall be deemed to constitute delivery of such filing to the Trustee.


 


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 constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of their covenants under the Indenture (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


 


SECTION 4.04.       
Compliance Certificates. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as
Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is
taking or proposes to take with respect thereto.


 


ARTICLE
5

REMEDIES


 


SECTION 5.01.       
Events of Default. In addition to the Events of Default specified in Sections 6.1(a) and 6.1(b) of the Original
Indenture, with respect to the Notes each of the following events shall be an “Event of Default” wherever used
herein:


 


(a)          the Company fails to comply with Section 4.02 hereof;


 


(b)          the Company fails to comply with Section 4.3 and 4.4 of the Original Indenture, Section 4.01 hereof (other than a failure
to purchase Notes when required) and such failure continues for 30 days after the notice specified below;


 


(c)          the Company fails to comply with Section 4.03 hereof or any of its other agreements contained in the Indenture (other than
those referred to in clause (a) or (b) above) and such failure continues for 60 days after the notice specified below;


 


(d)          an involuntary case or other proceeding shall be commenced against the Company or a Significant Subsidiary of the Company
with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall
be entered against the Company or a Significant Subsidiary of the Company under the federal bankruptcy laws as now or hereafter
in effect; and


 




    17 


    


    

(e)          the Company or a Significant Subsidiary of the Company (A) commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary
case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or a Significant Subsidiary of the Company or for all or substantially
all of the property and assets of the Company or a Significant Subsidiary of the Company or (C) effects any general assignment
for the benefit of creditors.


 


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 clauses (b) or (c) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal
amount of the outstanding Notes notify the Company of the Default and the Company does not cure such Default within the time specified
after receipt of such notice. Such 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 Officers’ Certificate
of any event which with the giving of notice or the lapse of time would become an Event of Default, its status and what action
the Company is taking or proposes to take with respect thereto.


 


The Trustee
shall not be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default
unless an authorized officer of the Trustee with direct responsibility for the administration of the Indenture has received written
notice of such Default or Event of Default.


 


SECTION 5.02.       
Acceleration. If an Event of Default (other than an Event of Default specified in Section 5.01(d) or Section 5.01(e)
hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the Notes by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 5.01(d) or Section 5.01(e) hereof with respect to the Company occurs,
the principal of and interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount of the Notes by notice to
the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree,
if all amounts owed to the Trustee in connection with such Event of Default have been paid 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 acceleration. No such
rescission shall affect any subsequent Default or impair any right consequent thereto.


 




    18 


    


    

SECTION 5.03.       
Remaining Provisions. Other than as provided in Section 5.01 and Section 5.02 hereof, the provisions of Article
6 of the Original Indenture shall govern with respect to Defaults and related remedies.


 


ARTICLE
6

SATISFACTION AND DISCHARGE


 


SECTION 6.01.       
Satisfaction and Discharge. Other than as provided in Section 6.02 and Section 6.03 hereof, the provisions of Article
8 of the Original Indenture shall govern satisfaction and discharge of the Indenture.


 


SECTION 6.02.       
Legal Defeasance. Notwithstanding Section 8.2(D)(1) of the Original Indenture, the requirement under such Section
shall be that the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Supplemental Indenture
there has been a change in the applicable 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 Federal income tax purposes as a result
of such defeasance and will be subject to 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.


 


SECTION 6.03.       
Covenant Defeasance. In addition to the certain covenants specified in Section 8.3 of the Original Indenture (being
Sections 4.3 and 4.4 of the Original Indenture), the Company may also omit to comply with any term, provision or condition set
forth in Section 4.01 and Section 4.03 hereof and the operation of clauses (d) and (e) of Section 5.01 hereof with respect only
to Significant Subsidiaries, and in each case such omission shall not be deemed to be an Event of Default under clauses (b), (c),
(d) or (e) of Section 5.01 hereof with respect to the Notes if the conditions of Section 8.3 of the Original Indenture are complied
with.


 


ARTICLE
7

SUPPLEMENTAL INDENTURES


 


SECTION 7.01.       
Amendments or Supplements Without Consent of Holders. In addition to any permitted amendment or supplement to the
Indenture pursuant to Section 9.1 of the Original Indenture, the Company and the Trustee may amend or supplement the Indenture
or the Notes without notice to or the consent of any Holder of the Notes:


 


(a)          to
comply with Section 4.02 hereof;


 


(b)          to add Guarantees with respect to the Notes or to secure the Notes;


 


(c)          to add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the
Company;


 


(d)          to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the
Issue Date;


 




    19 


    


    

(e)          to conform the text of the Indenture or the Notes to the section entitled “Description of the Notes” as set
forth in the Prospectus Supplement, to the extent that such provision of the of the Indenture or the Notes was intended to be
a verbatim recitation of such provision of the “Description of the Notes”; or


 


(f)           to make any amendment to the provisions of the Indenture relating to the transfer and legending of the Notes; provided,
however, that (a) compliance with the Indenture as so amended would not result in the Notes being transferred in violation
of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the
rights of Holders to transfer the Notes.


 


SECTION 7.02.       
Amendments, Supplements or Waivers With Consent of Holders. Subject to Section 6.4, Section 6.7 and Section 9.2
of the Original Indenture and to the second sentence of this Section 7.02, but notwithstanding any of the provisions of Section
9.2 of the Original Indenture to the contrary, the Company and the Trustee may only amend the Indenture, with respect to the Notes,
and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and
only the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future
compliance by the Company with any provision of the Indenture, with respect to the Notes, or the Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Notwithstanding the foregoing
provision and in addition to the provisions of the second paragraph of Section 9.2 of the Original Indenture, without the consent
of each Holder of an outstanding Note affected thereby, an amendment or waiver, including a waiver in relation to a past Event
of Default, may not:


 


(a)          change the provisions applicable to the redemption of any Note contained in Article 3 hereto or in the Notes; or


 


(b)          make any change in, or release other than in accordance with the Indenture, any Guarantee that would adversely affect the
Holders.


 


SECTION 7.03.       
Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered
to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.


 


ARTICLE
8

MISCELLANEOUS


 


SECTION 8.01.       
Governing Law and Jury Trial Waiver. THIS SUPPLEMENTAL INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE AND THE


 




    20 


    


    

NOTES, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Holders and the parties hereto hereby
waive their respective rights to trial by jury in any action or proceeding arising out of or related to the Indenture, the Notes
or the transactions contemplated hereby or thereby, to the extent permitted by law.


 


SECTION 8.02.       
Payments on Business Days. If any Interest Payment Date or the Stated Maturity of the Notes or any earlier required
repurchase date would fall on a day that is not a Business Day, the required payment shall be made on the next succeeding Business
Day and no interest on such payment shall accrue in respect of the delay.


 


SECTION 8.03.       
No Security Interest Created. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect, in any jurisdiction.


 


SECTION 8.04.       
Trust Indenture Act. This Supplemental Indenture is hereby made subject to, and shall be governed by, the provisions
of the Trust Indenture Act required to be part of and to govern indentures qualified under the Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof or the Original Indenture that is required to be included
in an indenture qualified under the Trust Indenture Act, such required provision shall control.


 


SECTION 8.05.       
Notices. The addresses for notice in Section 10.2 of the Original Indenture shall be deemed to be as follows:


 


if to the Company:


 


Tyson Foods, Inc.

2200 West Don Tyson Parkway

Springdale, Arkansas 72762-6999

Attention: Chief Financial Officer


 


with a copy to:


 


Davis Polk & Wardwell
LLP

450 Lexington Avenue

New York, New York 10017





		Attention:	Richard D. Truesdell, Jr.

                                                                                Derek J. Dostal







 


 


if to the Trustee:


 


The Bank of New York
Mellon Trust Company, N.A.

601 Travis Street, 16th Floor

Houston, Texas 77002

Attention: Corporate Trust Services, re: Tyson Foods, Inc.


 




    21 


    


    

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


 


The Trustee
agrees to accept and act upon instructions or directions pursuant to this Supplemental Indenture sent by unsecured e-mail, pdf,
facsimile transmission or other similar unsecured electronic methods; provided, however, that the Trustee shall
have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen
signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to
be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding
of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict
or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


SECTION 8.06.       
Benefits of Indenture. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall give
to any Person, other than the parties hereto, any Paying Agent, any authenticating agent, any Registrar and their successors hereunder
or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.


 


SECTION 8.07.       
Successors. All agreements of the Company in the Indenture and the Notes shall bind its successors. All agreements
of the Trustee in the Indenture shall bind its successors.


 


SECTION 8.08.       
Table of Contents, Headings, Etc. The table of contents and the titles and headings of the Articles and Sections
of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.


 


SECTION 8.09.       
Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same instrument.


 


SECTION 8.10.       
Severability. In the event any provision of this Supplemental Indenture or in the Notes shall be invalid, illegal
or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall
not in any way be affected or impaired.


 


SECTION 8.11.       
The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely
by the Company. In acting as Trustee under this Supplemental Indenture and with respect to the Notes, the Trustee


 




    22 


    


    

shall be entitled
to, in addition to all rights, benefits, protections, indemnities and immunities granted to it under the Original Indenture, the
benefit of the following provisions:


 


(a)          The
permissive right of the Trustee to take any action under this Supplemental Indenture shall not be construed as a duty to so act.


 


(b)          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.


 


(c)          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, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects
of such occurrences and to resume performance as soon as practicable under the circumstances).


 


(d)          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 to each
agent, custodian and other Person employed to act hereunder.


 


SECTION 8.12.       
Foreign Account Tax Compliance Act (FATCA). In order to comply with applicable tax laws, rules and regulations (inclusive
of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable
Law”), the Trustee shall be entitled to make any withholding or deduction from payments under the this Supplemental
Indenture to the extent necessary to comply with Applicable Law (and shall timely pay the amounts so withheld or deducted to the
applicable governmental authority) for which the Trustee shall not have any liability.  Each
of the Company and the Trustee agrees to reasonably cooperate and, at the reasonable request of the other, to provide the other
with such information as each may have in its possession that is necessary to enable the determination of whether any payments
hereunder are subject to FATCA Withholding Tax.


 


For purposes
of this Section 8.12, “FATCA Withholding Tax” shall mean any withholding or deduction required pursuant to
an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code
(or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the
United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental
agreement).


 


[Remainder
of the page intentionally left blank]


 




    23 


    


    

IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


 


	 	TYSON FOODS, INC.	 
	 	 	 
	 	By:	/s/ R. Read Hudson	 
	 	Name:	R. Read Hudson	 
	 	Title:	Vice President, Associate General Counsel and Secretary	 


 


 


[Trustee
Signature Follows]


 




    24 


    


    

	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	 
	 	 	 
	 	By:	/s/ Valere Boyd	 
	 	Name:	Valere Boyd	 
	 	Title:	Vice President	 




    25 


    


    

EXHIBIT A


 


[FORM OF
FACE OF NOTE]


 


THIS NOTE IS A GLOBAL NOTE WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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.


 




    A-1 


    


    

TYSON FOODS,
INC.



Floating Rate Senior Note due 2020


 


	No. [      ●      ]	Initially
    $[                    ]


 


CUSIP No. 902494 BB8


 


Tyson Foods, Inc., a Delaware
corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay CEDE & CO., or registered assigns, [                              ] Dollars ($[               ]) (or such lesser
principal amount as shall be specified in the “Schedule of Exchanges of Securities” attached hereto) on June
2, 2020, and to pay interest thereon as set forth in the manner, at the rates and to the Persons set forth in the Indenture.


 


This Note shall bear interest
for each period at a rate determined by the calculation agent, which will initially be The Bank of New York Mellon Trust Company,
N.A. (the “Calculation Agent”) The interest rate on the Note for a particular period will be a per annum rate
equal to three-month USD LIBOR, as determined on the relevant interest determination date, plus 0.550%. The interest determination
date for an interest period will be the second London Business Day (each London Business Day meaning any day on which dealings
in deposits in U.S. dollars are transacted in the London interbank market) immediately preceding the first day of such interest
period (each, an “Interest Period”). Promptly upon determination, the calculation agent will inform the Trustee
and the Company of the interest rate for the next interest period. Interest on the Note will be payable quarterly and in arrears
on March 2, June 2, September 2 and December 2 of each year, beginning on September 2, 2017 (each, an “Interest Payment
Date”) to the person in whose name such Note is registered at the close of business on Record Date for such interest.


 


The Company shall pay principal
of and interest on this Note, so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee,
as the case may be, as the registered Holder of such Note. The Company shall pay principal of any Notes (other than Notes that
are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the
Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, New York as a place where Notes
may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for
the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Registrar.


 


Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


In the case of any conflict between
this Note and the Indenture, the provisions of the Indenture shall control.


 




    A-2 


    


    

THIS NOTE, AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    A-3 


    


    

IN WITNESS WHEREOF, TYSON FOODS,
INC. has caused this instrument to be signed manually or by facsimile by its duly authorized officers.


 


Dated: June 2, 2017


 


	 	TYSON FOODS, INC.	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	ATTEST:	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




    A-4 


    


    

CERTIFICATE
OF AUTHENTICATION


 


This is one
of the Securities of the series designated herein referred to in the within-mentioned Indenture.


 


Dated: June 2, 2017


 


	 	THE BANK OF NEW YORK MELLON

    TRUST COMPANY, N.A., as Truste	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




    A-5 


    


    

[FORM OF
REVERSE OF NOTE]


 


TYSON FOODS,
INC.


 


Floating
Rate Senior Note due 2020


 


This Note is one of a duly authorized
issue of Securities of the Company (herein called the “Notes”), issued under an Indenture dated as of June
1, 1995 (herein called the “Original Indenture”) by and between the Company and The Bank of New York Mellon
Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), herein called the “Trustee”,
as supplemented by the Supplemental Indenture dated as of June 2, 2017 (herein called the “Supplemental Indenture”
and the Original Indenture, as supplemented by the Supplemental Indenture, the “Indenture”) by and between
the Company and the Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. Additional Notes may be issued in an unlimited aggregate principal
amount, subject to certain conditions specified in the Indenture.


 


The Company shall redeem the
Notes, in whole but not in part, at a special mandatory redemption price (the “Special Mandatory Redemption Price”)
equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the principal amount thereof
to, but not including, the Special Mandatory Redemption Date (as defined below), if the AdvancePierre Acquisition has not occurred
on or prior to December 25, 2017, or if, prior to such date, the Merger Agreement is terminated (each, a “Special Mandatory
Redemption Event”), in accordance with the provisions set forth in the Supplemental Indenture.


 


If a Change of Control Triggering
Event (as defined in the Supplemental Indenture) occurs, unless the Company has exercised its right to redeem the Securities,
Holders of the Securities will have the right to require the Company to repurchase all or a portion of their Securities pursuant
to the offer described in the Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of repurchase, subject to the rights of Holders of Securities on the relevant Interest
Record Date to receive interest due on the relevant Interest Payment Date.


 


Subject to certain conditions,
the Company at any time shall be entitled to terminate certain of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption
or maturity, as the case may be.


 


Subject to certain exceptions
set forth in the Indenture, (a) the Indenture and the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Notes and (b) any default or noncompliance with any provision may be waived
with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company and the Trustee shall be entitled to amend the Indenture
or the Notes to: cure any ambiguity, omission, defect or inconsistency; comply with Section 4.02 of the


 




    A-6 


    


    

Supplemental Indenture; add guarantees
with respect to the Notes or secure the Notes; add additional covenants or surrender rights and powers conferred on the Company;
comply with any requirement of the SEC in connection with qualifying the Indenture under the Act; make any change that does not
adversely affect the rights of any Holder; provide for the issuance of Additional Notes; evidence and provide for the acceptance
and appointment under the Indenture of a successor Trustee; conform the text of the Indenture or the Notes to any provision under
the heading “Description of the Notes” in the Prospectus Supplement; or make amendments to provisions of the Indenture
relating to the transfer and legending of the Notes.


 


Under the Indenture, Events of
Default include (a) default for 30 days in payment of interest on the Notes; (b) default in payment of principal on the Notes
at maturity, upon acceleration of the Notes or otherwise, or failure by the Company to redeem or purchase Notes when required;
(c) failure by the Company to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and
lapse of time; and (d) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries.
If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may
declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which
will result in the Notes being due and payable immediately upon the occurrence of such Events of Default.


 


Holders 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 principal amount of the Notes
may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default
(except a Default in payment of principal, premium, if any, or interest) if it determines in good faith that withholding notice
is not opposed to the interests of the Holders.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note at the time, place and rate, and in the coin and currency, herein
prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of
and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Notes are issuable only in
registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 




    A-7 


    


    

No service charge shall be made
for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior to due presentment of this
Note for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person in whose
name the Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


All defined terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 




    A-8 


    


    

ABBREVIATIONS


 


The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN-COM—as tenants in common	UNIF GIFT MIN ACT	Custodian
	 	(Cust)	 
	TEN ENT—as tenants by the entireties	 	 
	 	(Minor)	 
	JT TEN—as joint tenants with right of survivorship and not as tenants in common	Uniform Gifts to Minors act	(State)
	 	Additional abbreviations may also be used though not in the above
    list	 




    A-9 


    


    

SCHEDULE A


 


SCHEDULES
OF EXCHANGES OF SECURITIES


 


TYSON FOODS,
INC.


 


Floating
Rate Senior Notes due 2020


 


The initial principal amount
of this Registered Global Security is 

($                           ).
The following, exchanges, purchases or conversions of a part of this Registered Global Security have been made:


 


	Date
of Exchange 
	Amount
of decrease in principal amount of this Registered Global Security 
	Amount
of increase in principal amount of this Registered Global Security 
	Principal
amount of this Registered Global Security following such decrease or increase 
	Signature
of authorized signatory of Trustee or Custodian