First Supplemental Indenture



 Exhibit 4.1 
 FIRST SUPPLEMENTAL INDENTURE 
 (10.50% Senior Notes due 2014)

 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of June 13, 2012,
among Tyson Foods, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (the “Subsidiary Guarantors”) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association (the
“Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are parties to that certain Indenture, dated as of March 9,
2009 (the “Indenture”), providing for the issuance of the Company’s 10.50% Senior Notes due 2014 (CUSIP 902494AS2) (the “Notes”); 
 WHEREAS, $810,000,000 in aggregate principal amount of the Notes is currently outstanding; 
 WHEREAS, Section 9.02 of the Indenture provides that, with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange for the Notes), the Company, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions); 
 WHEREAS, the Company and the Subsidiary Guarantors desire to enter into, and have requested the
Trustee to join with them in entering into, this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture; 

WHEREAS, the Company has solicited consents to this Supplemental Indenture upon the terms and subject to the conditions set forth
in its Offer to Purchase and Consent Solicitation Statement dated June 6, 2012 and the Letter of Transmittal and Consent (which together constitute the “Tender Offer”); 

WHEREAS, (a) the Company has received the consent of the Holders of at least a majority in principal amount of the
outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), all as certified in an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture as
contemplated by Section 9.06 of the Indenture, (b) as contemplated by Section 9.06 of the Indenture, the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of
Counsel relating to this Supplemental Indenture, (c) the Company has satisfied all other conditions required under Article IX of the Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental
Indenture, and (d) as contemplated by Section 11.04 and Section 11.05 of the Indenture, the Company has delivered an Officers’ Certificate and an Opinion of Counsel with respect to the satisfaction of conditions precedent under
Article IX of the Indenture for the execution of 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 Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as
follows: 
 ARTICLE I 
 AMENDMENTS TO INDENTURE AND NOTES 
 Section 1.1 Amendments to
Articles Four, Five and Six of the Indenture. 
 (a) The Indenture is hereby amended by deleting the following Sections or
clauses of the Indenture and all references and definitions related thereto in their entirety: 
 Section 4.03 (Limitation
on Indebtedness) 







 Section 4.04 (Limitation on Restricted Payments) 

Section 4.05 (Limitation on Restrictions on Distributions from Restricted Subsidiaries) 

Section 4.06 (Limitation on Sales of Assets and Subsidiary Stock) 

Section 4.07 (Limitation on Affiliate Transactions) 
 Section 4.08 (Limitation on Line of Business) 
 Section 4.09 (Change of
Control) 
 Section 4.10 (Limitation on Liens) 
 Section 4.11 (Limitation on Sale/Leaseback Transactions) 
 Section 4.12
(Future Guarantors) 
 Section 4.15 (Covenant Suspension) 

All such deleted Sections are replaced with “[Intentionally Omitted]”, and all references in the Indenture to the Sections
or clauses so eliminated are deleted in their entirety. 
 (b) Clauses (2) and (3) of Section 5.01(a) (When
Company May Merge or Transfer Assets), are hereby deleted in their entirety and replaced with “[Intentionally Omitted]”, and all references in the Indenture to the clauses so eliminated are deleted in their entirety. 

(c) Clauses (4), (6) and (9) of Section 6.01 (Events of Default), are hereby deleted in their entirety and replaced
with “[Intentionally Omitted]”, and all references in the Indenture to the clauses so eliminated are deleted in their entirety. 
 (d) Clause (5) of Section 6.01 (Events of Default) is hereby deleted in its entirety and replaced with the following: 

“the Company fails to comply with any of its other agreements contained in this Indenture (other than those referred
to in clause (1), (2) or (3) above) and such failure continues for 60 days after the notice specified below;” 

(e) Section 4.02 of the Indenture is hereby amended by deleting Section 4.02 in its entirety and replacing it with the
following: 
 “Section 4.02. Reports. 

The Company shall comply with the provisions of TIA Section 314(a), as applicable.” 

Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to
the Indenture effected by this Supplemental Indenture. 
 ARTICLE II 

MISCELLANEOUS PROVISIONS 
 Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and
all the terms 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 under the Indenture shall be bound
hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control. 

Section 2.3 New York Law to Govern. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE. 







 Section 2.4 Successors. All agreements of the Company and the Subsidiary
Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 2.5 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 shall represent the same agreement. 
 Section 2.6 Severability. In case any
one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

Section 2.7 The Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. 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. 
 Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. 

Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the
date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the
Company, with a notation as follows: 
 “Effective as of June 13, 2012, certain restrictive covenants of the Company
and certain Events of Default have been eliminated or limited, as provided in the Supplemental Indenture, dated as of June 13, 2012, by and among the Company, the Subsidiary Guarantors and the Trustee. Reference is hereby made to such
Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the
construction hereof. 
 [remainder of page left intentionally blank] 







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

					
	TYSON FOODS, INC.,
		
	By	 	 /s/ Dennis Leatherby

		 	Name:	 	Dennis Leatherby
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	CAROLINA BRAND FOODS, LLC,
	 by its member, Tyson Refrigerated Processed

Meats, Inc.,

		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	CBFA MANAGEMENT CORP.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	COBB-VANTRESS, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	DFG FOODS, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer









 
					
	DFG FOODS, L.L.C.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	FOODBRANDS AMERICA, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	FOODBRANDS SUPPLY CHAIN SERVICES, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	GLOBAL EMPLOYMENT SERVICES, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	HUDSON MIDWEST FOODS, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	IBP FOODSERVICE, L.L.C.,
	 by its members, Tyson Fresh Meats, Inc. and

IBP Caribbean, Inc.,

		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer









 
					
	IBP REDEVELOPMENT CORPORATION,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	MADISON FOODS, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	NATIONAL COMP CARE INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	NEW CANADA HOLDINGS, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	OAKLAWN CAPITAL CORPORATION,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	PBX, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	RURAL ENERGY SYSTEMS, INC.,
		
	By	 	 /s/ Rodney Tademy

		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer










							
		 	TEXAS TRANSFER, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	THE BRUSS COMPANY,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	THE IBP FOODS CO.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	THE PORK GROUP, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYNET CORPORATION,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON BREEDERS, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer









							
		 	TYSON CHICKEN, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON DELI, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON FARMS, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON FRESH MEATS, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON HOG MARKETS, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON INTERNATIONAL HOLDING COMPANY,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer









							
		 	TYSON INTERNATIONAL SERVICE CENTER INC. ASIA,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON INTERNATIONAL SERVICE CENTER INC. EUROPE,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON INTERNATIONAL SERVICE CENTER, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON MEXICAN ORIGINAL, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON OF WISCONSIN, LLC,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer
		
		 	TYSON PET PRODUCTS, INC.,
			
		 	By	 	/s/ Rodney Tademy
		 		 	Name:	 	Rodney Tademy
		 		 	Title:	 	Assistant Treasurer








 
					
	TYSON POULTRY, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	TYSON PREPARED FOODS, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	TYSON PROCESSING SERVICES, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	TYSON RECEIVABLES CORPORATION,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	TYSON REFRIGERATED PROCESSED MEATS, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	TYSON SALES AND DISTRIBUTION, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer









 
					
	TYSON SERVICE CENTER CORP.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	TYSON SHARED SERVICES, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	WBA ANALYTICAL LABORATORIES, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	WILTON FOODS, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	ZEMCO INDUSTRIES, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer
	
	CENTRAL INDUSTRIES, INC.,
		
	By	 	/s/ Rodney Tademy
		 	Name:	 	Rodney Tademy
		 	Title:	 	Assistant Treasurer


 [Trustee Signature Follows] 







 
					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By	 	 /s/ Julie H Ramos

		 	Name:	 	Julie Hoffman-Ramos
		 	Title:	 	Vice President